Valley Girls
by Crazychicke
Summary: Lily soon finds out living with her sister, Carol, wasn't as easy as she thought it would be. When things fall apart for Carol, Lily is the one who stays by her side. Gossip Girl prequel. Lily/Owen, Carol/Shep, Lily/Rufus.
1. Freedom

**Disclaimer: Gossip Girl doesn't belong to me. (Unfortunately!) A/N: Hey all, I really loved the episode about Carol and Lily Rhodes when they were young, so I've decided to write a fic about them. (rewritten 5/08/12)**

**Valley Girls**

_Freedom_

Lily looked out the bus window with Carol beside her. For the first time in ages she felt the call of freedom. The wind ruffled her hair and she looked eagerly toward her future, one she was free to make without any judgement made by her parents.

"You know, now you're staying, you're going to need to get a job?" Carol said, reapplying her lipstick with her pocket mirror.

"Could you put a good word in at the diner?" Lily's eyes grew big and round. Carol remembered that look only too well – the same one, pleading for her to have second helping of ice-cream or wanting to play with her barbies... Carol ran a hand through her dark hair with a sigh.

"Well I suppose I could do that. You have to work hard though?"

"Oh I will!" Carol shook her head at Lily's eagerness. "Ok, well the apartment is near work, so may as well go straight there first and then we'll see if they have any shifts for you."

"Oh thanks Carol, you're the best, really."

"I haven't heard you say that in a while." Carol replied softly.

"I know," Lily paused, "I should have called more..."

"I should have too, I'm sorry, things have been...well you saw." Carol rolled her eyes.

Lily smiled, "Yes, crazy would be an appropriate term. So what _did_ happen between you and Shep?"

Carol pressed the bell and pulled her sister after her. Once off the bus she explained. "Ok ok, we kind of kissed ONCE, and we're friends but he ALWAYS refers to me as 'his girl' and it's so annoying!"

"I think it's sweet."

"You would. What about you and Owen? I saw you guys busting a move last night? Kissy Kissy kissy!" Carol teased. Lily turned away flushing. "Always, the same, Lily," Carol said hugging her sister. "Did I mention how good it is to have you? I've missed you!" Lily nodded. "Well you can tell me the juicy details later. First let's get you inside and out of those clothes., then I'll get you that job."

Lily followed Carol into Bill's diner, shrinking against the backdrop as people stared. Her rock outfit she borrowed from Carol was crumpled and smelt like vomit. Her hair was a mess and she couldn't wait to get back into her own clothes, though she wasn't sure if the old Lily would be rejoining them.

Lily thought of Owen whom she had stuck up for that night. He was something, certainly. Her mother would definitely not approve, but then that's why she was there, wasn't she? To rebel; to see Carol and to forget her past? She wanted to be more like Carol.

And they had almost kissed. At least she thought they might have but perhaps it was just the light or because they had had too much to drink; perhaps they both had just swayed to the music and it looked like they were edging closer and closer towards something... Lily had never felt that way about anyone. She wished she had had enough nerve to kiss him then.

"Lily?" Carol and Lily turned to see Owen smirking at them.

Carol elbowed Lily. "I'll be right back, seeing if Bill is in."

"Hi," Lily said brightly. Her stomach flipped when it looked like he was going to hug her and then he thought better of it. "So, Carol bailed you out?" Lily nodded, her mother had not been pleased to hear that her youngest had followed in Carol's footsteps and landed herself in gaol. Somehow Lily just wanted to prove she could survive on her own, and not have to depend on her parents, or their fortune. She just wanted to live life without the rules and restrictions.

"Yes, she had to sell her car! How are you?" Owen shrugged; he still seemed pleased to see her though he was trying not to show it. Owen took her by the arm (Lily's butterflies bombarded her stomach) and showed her Carol's locker room. Thankfully it was empty. She was gladly looking forward to changing into something more comfortable.

Lily started un buttoning her shirt, while Owen raised his eyebrows and she told him to turn around!

Owen laughed, turning to face the door.

"What does one wear to an interview?" Lily asked nervously.

This news seemed to startle Owen and he said quickly, "You're applying here?"

"Why, don't you think I'd be a good waitress?"

"I think you'd be great, it was just-" And Owen turned around to witness her pulling off her shoes, black fishnets and skirt so that he admired her standing in her underwear. She looked up to see him hesitate and yelled his name, covering up hastily. He didn't care. "Guess I'll be seeing more of you then." She glared at him, and he turned around again with a sigh.

Lily tried to change the subject, "So, can _you_ tell me how Carol met Shep?"

Owen laughed, "You know the Shelter? Well, it was there. Carol and I had finished work - and Shep's my best mate so after a few drinks he gathered enough courage to ask her to dance and they kissed. Shep's been chasing her ever since."

"He seems nice." Lily said, pulling up on grey pants. When she pulled on her t-shirt she slammed her arm against the locker door and let out a loud cry, as it really hurt. Why was she cursed with being so un-co? Owen seemed to find this hilarious and she glared at him, thinking it must have been the atmosphere last night that made him so attractive, because now he was getting on her nerves.

"Stop laughing!" She said crossly.

She should have been more concerned on where his hands were. He apologised but didn't look sorry at all and she told him to shut up and he did, but he took her bashed hand in his and studied it carefully. It wasn't badly hurt at all. Lily liked the feel of Owen's hands on her skin and tried to think of something else.

"Your shirt's on backwards." Owen murmured, failing to suppress his laughter. Lily was already embarrassed and now she had to put her shirt on backwards! She had never had this much trouble getting changed before. She wondered if Carol was having any luck at getting her a job, and then she was completely distracted as his both hands pulled off her shirt.

He was surprised to see something other than frustration in her eyes. His fringe touched her forehead and her shirt fell limply to the ground where neither noticed it.

Lily could see his eyes clearly, they were fierce and dark and she felt the butterflies rear again. This time ignoring her better judgement, and not caring if Carol or the Manager walked in on them, she stood on tip toe and pressed her lips against his. He responded eagerly, kissing her back and then they fell back against the locker with a loud thud.

She held onto his waist; her hands travelling over his chest and how easy it would be to rip that black t-shirt over his head. His thumbs circled her hips. She wrapped her arms around his neck, so to keep herself steady and gripped his thick hair which he seemed to like because a satisfied moan escaped his lips. She didn't realise how much time had passed, and only looked up when there was a noise outside.

Owen was still in a trance, letting her go. "I better finish getting dressed," She wiped the lipstick off his mouth still dazed after their make-out session and watched as he murmured something about going back to work, before they noticed him missing. Lily changed into a pair of comfy shoes, fixed up her hair to the best of her ability and went to find Carol.

"Where have you been?" Carol asked when Lily seated herself in the cubicle beside her sister.

A bearded man, with dark glasses sat there, he was looking between the two sisters silently. Lily glanced over at Owen who was wiping the counter down grinning to himself. "Just changing."

"Well, Bill – this is my sister and she'd greatly appreciate a job."

Bill looked her up and down, making Lily feel like a mannequin in a window. "Well, we could always use more wait-staff, I guess."

Carol leaned forward. "Great, when can she start?"

Bill smiled, "Tonight. Owen, tell Jason to plate up some bacon and eggs! These gals look mighty thin."

"Oh thank you!" Lily said, "I won't let you down."

"I'm sure you won't love. Now Carol, tell me what happened last night, something about crashing Keith Van Der Woodsen's party and landing my boy, Owen in gaol?"

Carol glared at Owen suddenly, "Owen did you blab to Bill?"

Owen raised his hands in the air. Owen gave her a wink before fetching the bacon and eggs.

"Where's my girl?"

"She's not YOUR girl!" Owen, Lily and Bill said in chorus as Shep came striding in, grinning broadly.

Shep sat down at the table and sipped Carol's drink. Lily took a mouthful of scrambled egg, her eyes were like magnets, drifting over to Owen, who was still watching her as if in a trance, remembering the feel of her lips against his and what might have happened if they hadn't have been interrupted.

Lily was already enjoying Carol's world and how different it was to her own. She liked Carol's friends and her new workplace and she knew she would catch on fast. She also liked Owen very much and liked that her mother had no business in her life or who she allowed in it. It was a good feeling being free.

**A/N: Hope you all enjoyed that! Reviews welcome.**


	2. Secrets

**Disclaimer: not mine (though I wouldn't have minded Owen or Shep). A/N: I hope this chapter is as much fun as the last. (rewritten 5/08/12)**

**Valley Girls **

_Secrets_

By the time Lily had finished her shift it was well after midday. Lily thought she had done well so far. Bill seemed pleased that she had picked up everything so fast. Carol was waiting outside for her with their take-away dinner. Lily picked up her pay from Bill and said her goodbyes.

"I'm so tired. I need a bath."

"Yeah you smell!" Carol laughed at Lily's shocked face.

They walked down the street and Lily noticed the people were different; the fashion was different and the streets were different. She felt more self-conscious than usual. She seemed far better off than others walking by. Their clothes were nowhere as clean as hers; their hands were dirtier. Beggars sat in dark corners brandishing cups and grumbling things Lily couldn't decipher. Little market owners were closing their shops and selling their books, flowers and trinkets for half price. Lily glanced at Carol who gave her a reassuring smile, draping her arm over her shoulders.

They were facing an old mahogany door which Carol unlocked. Then she groaned, pushing her shoulder against the door until it finally creaked open. Lily wasn't sure what to think at first. Trying to look eager she pushed her way through the crowded corridor, avoiding a bike, a broken letterbox, and several black workmen's boots and a step ladder. Carol danced her way around them as if they weren't there. Lily had to mind she didn't maim herself on any of their sharp points.

"It's not much I know, but it's my little home." Carol explained when they reached the top of a winding staircase up the wooden stairs and they both stumbled into a small flat.

Lily's eyes immediately covered the entire apartment in less than five minutes. There was the kitchen, the sitting area, the bathroom, two tiny bedrooms and a small round table which had a pot plant filled with daisies on it.

"I'll let you get changed and have a bath. I know you don't have much to wear so we'll go shopping tomorrow since I've a day off and you won't be working til Friday. In the meantime I'm going to listen to some music and heat up the burgers."

"Thanks Carol, you know, for everything." Lily said appreciatively.

"You're welcome. Now you'll need to know how to work the bath, so come on in." Carol explained that the tap was a little dodgy but all it needed was a bit of a wack then it started to dribble and eventually return back to normal.

She pointed out the toilet flush might need to be pressed twice because Shep broke it last time he was there and Bill hadn't had time to take a look at it yet. The neighbours liked to listen to ABBA at obscene hours and if it got too much she was most welcome to bang her fist on the wall to tell them to shut up.

The bath was quite small but clean. The sink and mirror were big enough for two. "So I'll be right out here if you need anything." Carol said, leaving the room and closing the door behind her. Lily threw her clothes off and waiting for the bath to fill up. Opening the cupboards to stare amazed at Carol's make-up, nail polish collection and moisturisers. Like any sister would, she tried a few, admiring their different smells.

When the bath was full to the brim she stepped onto the smooth surface and closing her tired eyes. She was utterly relaxed, breathing in and out slowly and wondering whether or not her mother was freaking out over the fact that she would not be returning home.

**Bang. Bang. Bang.**

Lily slopped quite an amount of water over the edge of the bath by accident and swore, freezing to hear Carol's reaction after she swung open the door.

"What the hell are you doing here?" Carol said through gritted teeth.

Lily couldn't hear what the man was saying but by Carol's tone it sounded like someone Carol didn't like. Lily washed off the rest of the soap, eavesdropping intently.

"No, you can't come in! How did you even get through the first door?" There was a mumble and Carol let out a harsh bark. "Oh of course you would pick it."

Lily climbed out of the bath and wrapped herself in a towel in case Carol needed her. She picked up a shampoo bottle, which wasn't a very good weapon but still - she could hear slightly better now. Lily peeked through crack in the door to see the visitor.

"I feel bad about what happened the other night." The visitor said slowly.

"All I want is my video tape. Do you have it?" Carol said fiercely.

"Right here...and I'm happy to give it up, if you hear me out."

"Does your_ girlfriend_ know you're here?" Carol spat.

"No, and she's not my girlfriend, Carol. I only want you."

Lily's mind raced. _Who was this stranger?_ Carol had never said anything about this man?

"Are you drunk?" Carol spat.

"No."

"On drugs?"

"No."

"Mental?" The man chuckled at this one.

Lily stood on tiptoe, trying to see who it was and then he moved forward and she gasped.

It was Keith Van Der Woodsen. The boy who had had that party. He was the one who had pressed charges on them for trespassing and Lily knew that charming smile was just trick. She would never trust a man like that ever. He seemed just like her Father's friends. Only after one thing.

Keith grinned, "Just one kiss and I'll leave you alone."

"Not on your life." Carol's arms were crossed. "Give it." Keith stepped inside the door.

His hands hovered close to her as she reached out to take the tape. Their fingers grazed and his lips met hers. Carol pulled away immediately and slapped him hard across the face. Keith let go of the tape and Carol pushed him out the door and slammed it his face.

"That wasn't very nice, Carol!" The man's tone had changed completely.

"That's what you get for lying, bastard!" Carol was stronger than Lily had ever seen her. She stomped back into the other room, destroying the tape in frenzy until she slammed it into the bin.

"Carol?" Lily asked uncertain, appearing in the living room wearing her fluffy pink towel. Carol wiped away her face quickly with the back of her hand. "Are you ok?" Carol guided Lily back into the spare room gathering herself together.

"The tape's destroyed. I just wish I had made different choices. I wasn't as brave as you Lily. I didn't want to go to Mother and Father for help so I did something stupid with someone I thought cared for me. Turned out he was just a lying, cheating bastard and only cared about his own ego. You still have these?" Carol giggled, holding up a cute singlet top and pair of shorts with daisies on them that she had found in Lily's travel bag.

"I like them!" Lily snatched them from her sister's hands.

"Daisies always were one of our favourite things," Carol remembered fondly of her childhood and she left Lily to get changed and went to check on dinner.

After dinner they watched a bit of TV and discussed Owen's feeling for Lily and Shep's obsession with Carol. Lily didn't learn much, but Carol did. Lily was never a great liar and so she told Carol about the locker-room episode and Carol was hooting with laughter. Lily bid Carol goodnight after _Full House_ finished and fell asleep as soon as her head hit the pillow.

Carol couldn't sleep. Carol could still feel Keith's kiss on her lips. _Why had she let him get so close? _She hated the effect he had on her. She thought she was over him but he still had the frustrating power to make her stomach twist into knots and made her blush furiously at the thought of his touch. She had tried not to let her guard down and yet he still managed to steal a kiss from her!

Why had he given her the tape back when he had fought so hard to keep it! Did he really dump the blond-stick-insect for her or was it a trick? And _why_ couldn't she sleep? She was _so_ tired! She was _beyond_ tired! What the _hell_ was going on?

Carol's eyelids were heavy but when she closed her eyes she just lay there - sleep was not her friend tonight. When she closed her eyes sudden flashbacks of their last encounter dominated her brain: teasing and controlling her and making her just a little wet with arousal.

She thought their feelings had been mutual. She was going places, he had said. She would be a star! He would help her. It was just a music video. He had connections! Shep and the band were over the moon to perform in their very own music video. Shep never knew to what lengths she had to go to get it and she should never have agreed to it but she had wanted so badly to be on the big screen.

And so she slept with the rich, charming, arrogant jerk and told herself it wouldn't be for love just business. She was naive, stupid and under the influence of ecstasy and beer. She had definitely been stupid, stupid because she believed his compliments. She believed his lies and she did all he asked knowing the camera was recording her - his own little fetish video, to keep and to use against her whenever he felt like it.

Carol's stomach squirmed uncomfortably when the events of that night came to her, like it had done on many occasions before. It was at a similar party to the one she and the others had crashed, only Owen and Shep weren't there. Keith came to talk to her. He flirted, she flirted back. He took her into his room, he listened to her worries and then before she knew it, their lips met.

His urgent fingers unbuttoned her dress, throwing his shirt off in the process. She couldn't get enough of his hair, face and lips. With his jeans unbuckled, he forced her down, tongues battling. Then his mouth trailed down her neck; hands slid over his spine and adjusted her so she was placed just where he needed her. She eyed him apprehensively, then he grunted sinking inside her.

She let out a tiny gasp, taking him all at once and he pushed her head aside, dropping his weight on top and bucking ferociously. It was not an enjoyable experience. He threw insults at her and she squirmed at his touch, knowing it was wrong. "Cum for me, bitch!"

Carol shuddered as Keith lifted her legs higher around his waist to get a better angle. The friction between them was electric. He started fondling her breasts, wrapping his mouth over each nipple, biting, sucking _and torturing_ her, until she tightened her core muscles about to go over the edge. Keith bucked, pushing harder and faster, grunting louder until they both came. Carol stared into his sweaty face as he kept pumping into her. He smirked. "Always knew you were a dirty little bitch. Now roll over." And he started fucking her again, ignoring her protests and cries of pain.

She woke up with no memory was what happened, though her body was sore and she felt used. Her clothes were spread out all over the floor and she could guarantee that he had gotten what he had asked for. There was no love between them. Just sex. Her eyes hovered on the camera on his shelf when she stood and she dressed and left the room with her knickers in hand.

She wondered why she hadn't thought of destroying the tape then...she supposed all she wanted to do was take a shower and forget about everything that happened but regret soon took over and though she never told Shep what happened between her and Keith she was sure it was only a matter of time before Keith did.

Of course when it came to the music video being released Keith changed his mind on the price he and Shep had agreed on and asked for an unimaginable sum of money which Shep couldn't afford and blackmailed her into submission where she found herself naked in Keith's room once more trying to bury the feelings of guilt and disgust.

It wasn't until a few weeks later that Carol realised something. Her period was late. After several minutes of waiting for the pregnancy test results in her bathroom and trying not to hyperventilate she let out a cry and dropped her head in her hands.

**A/N: Oh yes I am evil for stopping there but I'm tired and I want to sleep. Please review.**


	3. Sisters

**Disclaimer: GG belongs to the CW. ****A/N: Enjoy! ****(rewritten 05/08/12)**

**Valley Girls**

_Sisters_

Lily and Owen were eating dinner together in the diner. It was after their shifts and before closing time. Carol wasn't feeling well and had gone home. Lily was worried for her and she couldn't help but feel Carol was hiding something. Owen was munching on chips and kept giving her a cheeky smile as if picturing them doing something other than eating. Bill had gone round the back to take out the garbage.

Owen was making it hard for her to concentrate. His mischievous eyes were taking in her whole body. From her cute waitressing outfit to her blond hair which was pulled back in a pony tail. She really was settling into her new life well, he could hardly believe it had been four months already.

"You know we're all alone right now?" Owen grinned but Lily was worried for Carol. She and Owen had been going out for quite some time and she hadn't really noticed any change in Carol until recently. She voiced her concern with Owen. "There's always something going on with Carol," Owen dismissed. Lily shook her head. It was a feeling, a deep gut wrenching feeling: Carol was too afraid to share _something_ with her. What kind of sister would she be if she let it alone? She _had _to talk to her.

"I'm being serious Owen," Lily said, getting up from the table.

Owen was on his feet in less than a minute, apologising, "Don't be mad Lily, I'm sorry, I'm paying attention now." He had pulled her wrist towards him and Lily felt her anger slide. His face was concerned, his eyes assessing her carefully. His other hand brushed a loose strand of hair from her face and she sighed into his chest. "I should go."

Lily felt him give her a squeeze as she swayed on the spot listening to him hum a tune."Stay," He kissed the top of her head comfortingly then lifted her chin and placed a tender kiss on her, tugging on her lips and her heart.

"Geez, I leave you two alone for two minutes..." Owen and Lily broke apart immediately looking awkward as Bill entered the diner with a sigh. She left, intent on finding out what was wrong with Carol and promising to catch up with Owen at the concert later that night.

"You know you have the worst timing right?" Owen said, sitting back and finishing off Lily's cold chips.

0o0o

Carol stared at her tear stained face in the mirror: her mascara was a mess, her eyes were bloodshot and her hair was sweaty. She wiped her mouth on her sleeve and turned on the tap. She hadn't been able to keep her dinner down. She wiped her eyes. It was four months since she had taken the pregnancy test and it's result? Positive.

She was pregnant with Keith Van Der Woodsen's child. The thought made her sick. The baby growing inside her womb might not be anything like its father but it was still his blood. Her parents had never understood her choice to follow her dreams in acting or singing and now once they heard she was knocked up out of wedlock it would probably bring shame to the family name. And Shep who she pretended not to care about but actually did feel something for... how would he react when he discovered the truth? He would never forgive her. In a few more months she was going to show and everything she had built would come crashing down.

"Carol? Are you OK?" Carol wiped her face hastily and opened the door.

"I'll be fine after I get some sleep." She said going into her room. Lily asked if she would be ok to perform at the Shelter like she had planned, to which Carol nodded and said, 'of course' in a falsely high voice that was not her own. Carol's bedroom door slammed and it was at least a few minutes later after Lily had changed into something fancy when she heard retching coming from the bathroom again.

Lily tapped on the bathroom door, she pushed it open and found Carol bent over the toilet. Carol's face was pale and sickly looking. Her hair was covered in vomit because there was nobody to hold it between her retches and sobbing and she was swearing profusely between each one, clutching her stomach.

"Carol, this is not nothing! What is going on? You can tell me! I'm your sister!" Lily pulled Carol's hair out of the way and wiped her mouth with a wet washer, instantly becoming the carer. Carol tried to fend her off, muttering something about 'just a bug' and trying to flush the toilet again. The smell of the vomit reached Lily's nose and she tried not to be sick herself.

"Carol, tell me! I know your hiding _something_! Whatever it is, I can help." Lily was growing tired of not hearing the truth, and she suspected something else entirely.

"I don't think you can help this time, little sis," Lily looked confused. "Not unless you know a way to stop morning sickness? Although I have no idea why it's 'morning sickness' considering it's almost 9pm!" She grimaced and Lily's face turned from confusion to shock.

"Wait, you're pregnant?" Lily sat down next to Carol. Carol nodded. "How far along?"

"Four months." Lily couldn't believe Carol hadn't told her, but she chose not to be angry considering how much Carol counted on her not to lose her head. She chose her next question carefully nonetheless.

"Who's the Father?" Carol wiped fresh tears from her face. She didn't need to say anything because Lily could tell by the look on her face. "It was _him_ wasn't it? That ass of a director who showed up at our door. _Does he know what he did_?"

"Lily I haven't told _anyone_, you're the only one and I'd like it to stay that way...at least until I figure out what I'm going to do." Lily had a right mind to go over to Keith's house and tell him what an ass he was, but out of respect for Carol, she'd wait until the right moment, which was not now.

"Are you going to keep it?" Lily massaged Carol's shoulders gently, trying to take her sister's mind off everything. Carol seemed lost and unsure of anything, she shrugged and replied that she didn't know. Lily wrapped her arms around her. "What are we going to do about tonight? You can't go."

Carol tried to stand up, sick of the cold tiled bathroom floor, and wanting the comfort of her bed.

"I'll take something, I can't not go. Shep would kill me, he's been waiting for this chance for a year."

"Look, I'll say you got food poisoning. They can reschedule."

"Lily, these are professionals, they won't reschedule. Trying to get an appointment took us about a year, this is too important for a little morning sickness to get in the way of. I'll be fine."

"Carol..." But Carol was adamant that she was going and Lily couldn't stop her, so she put on her shoes and waited for Carol to get changed. They sat waiting for Owen to meet them, and watched some TV in silence, until Lily brought up the subject again, unable to rest her mind.

"You're going to have to tell Shep - he'd want to know and I can't lie to Owen about this, you know how close we are now and besides, I'm such a bad liar, he'll see straight through me."

Carol turned to her, holding her arms tightly, "Lily, please, not a word to either of them until I figure out what I'm doing. Please." She looked so desperate Lily agreed - "Not a Word" and when Owen knocked on the door, looking enquiringly at her, she invited him inside and Carol seemed just like she used to be - bubbly, sarcastic and a little bit crazy.

They set out for the shelter in Owen's car since Carol had sold hers. Lily kept checking on her frequently to make sure she wasn't throwing up in the gutter somewhere and Owen only asked once what she was doing, putting the others down as nervous energy.

Owen met Shep on stage and he clapped him on the back excitedly. Lily checked in with Carol who told her 'she was fine' again though Lily found she did not believe her but had no choice.

"You sure Carol's ok?" _Oh God_, Lily thought suddenly. _He knows I'm not telling him something! _

"Yeah, she just wasn't feeling well." Lily lied. _Technically it wasn't a lie – she did have morning sickness after all. _Lily prayed Carol wouldn't feel sick on the stage mid performance. Owen smiled his crooked grin which Lily had fallen in love with instantly.

"Well, let's hope she feels better soon. Wish me luck." Owen kissed her swiftly, leaving her to smile after him and take in the amazing atmosphere. She never in a billion years thought she'd ever fit into a place like that. Her old life seemed like a forgotten dream. The crowd roared and Owen, Carol and Shep went on stage to perfect their instruments and test the mics. It seemed they were quite popular at the Shelter.

When Carol started singing, Lily was amazed at how many sang along to their songs. Her eyes travelled over the audience and fell on the person she least expected. Lily couldn't stand around and do nothing. She left backstage and decided to confront him. Carol didn't need him here ruining her chance of stardom, besides after what he did, she needed him to know, that it was not over.

"Hi Gorgeous, where's your sister tonight?" Keith smirked as his moronic friends laughed. It took a lot of restraint not to slap his nose into the back of his skull with her fist. _Jackass! What the hell was he doing at the Shelter anyway! _"You don't look so happy to see me." Keith a strand of her hair behind her ear and she flinched. _How dare he!_

"This that girl you slept with then?" One of his friends chortled. Lily's face grew red.

"Nah, this is her sister." Keith smirked, then assessed her curves like he was un-dressing her.

"If you don't mind, I'd like to speak to Keith _alone_." She said through clenched teeth. There was an outbreak of hooting and whistling. Lily was determined to get what she came for. _Justice. _ Even if it meant breaking her promise to Carol, but she had her best interests at heart.

"I thought you'd never ask." Keith's smirk just got larger. It was almost the size of his ego. He gave the signal to his moronic rich pals to leave. "So what's this about, gorgeous?" Lily tried hard not to lose it though it was proving to be difficult. _Gorgeous?! She wasn't his gorgeous! Even Owen never called her that. This guy was seriously asking for a slap in the face!_

Keith raised an eyebrow, when she didn't say anything. Lily's gave him daggers. "Carol tell you about our deal, then?"

"If you're referring to the sex-tape, then yes, but I don't want to get into your pants. I," and Lily took a step closer, "Am here to tell you that you're going to be a father, who knew that having sex meant impregnating my sister? That in five months time there will be a little Van Der Woodsen running around town calling you Dad." Keith's face had turned a funny shade of green. "And if you don't do as I say, then the whole world will know."

"What do you want?" Keith asked hoarsely, his smirk gone, leaving his face pale.

"I want compensation." Lily snapped.

"Forget it." Keith shook his head but he still looked confused, like he didn't know it was true or not.

Lily pushed him back into place. "That's not the way it works. Either you pay compensation or I tell your parents." That did it. Keith opened his wallet and pulled out a note. Lily shook her head. Keith handed her five more and she pocketed it, in the only place secure enough; her bra where she could feel it snug against her breast.

"Can I go now?" He said darkly.

"Sure but don't forget, I want monthly transactions, in cash and now, if you don't mind, this is my sister's big day so you will get out now."

Keith's smirk was back but she was not going to let him win. He said something about not having the right to force him outside, it was a free country but Lily was not in the mood and besides, her friend the bouncer was already coming to her aid. Keith hastened to leave before Harry could even ask his name. Lily smiled up at him thankfully. He rolled his eyes and turned into the other direction.

Lily scouted the audience for the artist who had said he might sign Sonic Youth but couldn't see him. She waited impatiently for Owen to join her on the dance floor after they'd played their final set.

Owen looked pumped and kissed her upon greeting, "They loved us! I think we played the best we ever had and Carol was brilliant! Come on drinks on me and then you owe me a dance!" Lily downed the beer he gave her and grabbed Owen's leather jacket, hooking her arm around his neck and trying to forget what Carol might or might not say about what she did to Keith. She just wanted to have a good time for Owen, he deserved that at least.

"Kiss me." She demanded. Owen raised his eyebrows and Lily met his mouth halfway. She was over taking it slow, she needed him desperately. It was Owen who broke away from her first, keeping a hand on her hip and she wiped the corner of her mouth unashamed. Owen didn't question her. Lily's eyes hovered on the exit where Keith had been moments before but he had left like she had forced.

"I need another drink." Lily let go of Owen, thinking of nothing but the enormous pressure that had overwhelmed her and she wasn't even the one who was pregnant. Carol looked fine after all and Shep was telling her something funny, because Carol was laughing and then the agent came forward and shook their hands heartily and after he had left, Shep hugged Carol and Lily knew they had got it. She just wasn't sure Carol would be able to keep it with the little being growing inside of her and she wasn't sure she could keep lying to her boyfriend.

Lily stumbled up the staircase with Owen, who seemed in way better condition making sure she got home ok. Lily stumped her toe on the step ladder and cried out in pain. Owen quickly covered his callused hand over her mouth to shut her up, with a chuckle. Lily couldn't stop giggling.

"Geez, you're louder than Shep when he's drunk and after tonight he was. I'm glad Carol changed her mind about him though." Lily knew the real reason Carol had changed her mind - because she suddenly realised that Shep was a good guy and she had taken him for granted. Lily had left Carol outside the apartment to talk to Shep - though when she said "talk" Owen and Lily had seen her lean in to kiss him instead and for some reason this really annoyed her.

"My toe hurts!" She threw her shoe off and it rebounded off the wall and hit Owen in the stomach. Lily had only drunk three...four...five beers! Owen let out an 'oof' sound and picked up her shoe with a restrained sigh. "Owen, my...my toe's broken! Ouch – ouch – I can't walk!"

"Lily the door is like a metre away. Hop to it, and then I can go home."

"Owen, I can't hop, it hurts too much." Lily whined.

Owen rolled his eyes. She was acting like a baby. Only it was hard to see her as one. Her whole wardrobe had changed. She was no longer wearing Carol's clothes - she'd been out and bought new outfits which suited her.

Nothing conservative; like that brown suit he saw her in the first day they met, instead, kind of cute but pretty dresses which made her look loads hotter, but also made her fit in with the rest of them. Tonight's outfit was a black sleeveless tube dress, with gold necklace and matching star earrings and red stockings, fitted with black heels. She looked hot.

"Would you keep it down! People are trying to sleep." Owen hushed her. Lily frowned again, pointing to her toe. "Ouchy."

So it was hard for Owen to think of her like a baby – though she was acting like one, all he saw was a hot girl, who he was falling head over heels for.

"Carry me?" Lily demanded and started climbing up his back. Owen dropped his head back in defeat. Lily squealed in delight when Owen swung her over his shoulder. "Keys?" Lily pulled them out of her bra. The notes she had negotiated from Keith fell out of her safe-spot.

"MONEY!" Lily yelled, giving Owen a fright. "It's Carol's! We can't lose it!" Owen didn't want to argue so he bent low for Lily to pick it up and fumbled with the keys to open the apartment door. He dumped Lily onto the couch and went to close the door.

"You're going to feel really sick in the morning." He brushed her hair out of her face.

"Not as sick as Carol." Lily sang, feeling cheeky. Owen wasn't sure what she meant.

"You should get some rest. I'll be back tomorrow morning to check on you."

"Why don't you just..." Lily yawned loudly making Owen laugh. "Stay?"

"We're taking things slow remember?"

"You could sleep here." Lily attempted to get up but tripped over Owen's leg with her already smarting toe and fell face first onto the floor. "Fudge-mother-poop!" Lily spluttered, clasping her foot, tears running down her face.

"Ok, remind me to never let you drink more than one beer. This is killing me." Lily looked up at him with a frown. Owen picked her up and put her into bed.

"Are you going to stay?" She whispered under the blankets. Owen nodded, he couldn't refuse that face. He closed her door and flopped down on the couch seeing Carol and Shep joined at the mouth. They broke apart looking sheepish until he waved them on and Carol pulled Shep into her room to spend the night. He thought Shep had gotten the better end of the deal, until Carol kept them all up from her 'food-poisoning'.

The next morning the phone rang and Owen felt like he'd only slept two hours. Lily was the first to get up. Lily somehow made it out of bed with a huge hangover and crossed the hall into the kitchen to get the phone. Carol was in the shower. "Hello?" _What kind of nutter called at 6am?_

"Carol?" Said the voice on the other end of the line.

"Guess again." Lily mumbled into the receiver.

"Lily?"

"That's me. Who is this?"

"I would have thought you'd realise your own mother's voice!"

"_Mum?"_

"Yes."

"What are you doing calling here? What do you want?"

"I wanted to speak to Carol."

"She's in the shower."

"Well I guess I should be pleased to hear that!"Lily rolled her eyes but stopped quickly because it made her headache worst. "When are you coming home?"

"This is my home, mum."

"That thing you're staying in is not fit for a home."

"Mum, Carol and I are managing just fine."

There was a pause where Owen accidently fell off the couch and landed on Shep, who let out a gruff but loud shout.

"What was that noise?"

"Nothing mum, it was just...the dog..." Lily lied.

"You have a dog!"

Owen was rubbing his back with bleary eyes. Lily was distracted momentarily when her eyes panned his bare chest and settled on the rim of his boxers. _Damn it, he knew what his chest did to me!_

CeCe was ranting about something but Lily was not paying attention. Owen was coming closer and his hair was all tousled! He opened the fridge, reaching for a cold glass of milk. Lily's breathing caught in her lungs and she felt aroused just by watching him drink milk.

"Lily? Are you still listening?" Lily had never seen anything so sexy. "Lily, I wanted to tell Carol that I am coming to visit. I know that I did not exactly seem please with her plan to live life but it's not right for a mother to be so far away from her daughters. I'll be there tomorrow and be sure you tell Carol to clean up, I will NOT stay in a pig-sty." Lily was gaping and not because milk was running down Owen's perfect chin but because she had heard her mother's last sentence. _Her mother was coming to stay._

**A/N: Please review.**


	4. CeCe

**Disclaimer: Not mine. A/N: To my readers, thanks for putting up with me. I love your comments so please keep them up. (rewritten 05/08/12)**

**Valley Girls**

_Cece_

Breakfast that day was memorable. Carol got out of the shower to see Owen half-naked and eating cocoa pops in her kitchen. Shep was still fast asleep. Lily received a raised eyebrow.

"Carol? I have something important to tell you."

Carol sighed, reaching for the box of cereal. "I'm listening."

"Don't hate me. Technically it wasn't my fault, but Mum's coming to stay. Tomorrow."

"She's what?!" Carol demanded. Owen was staring at her, milk dribbling off his chin. Lily tried to push away the image of her licking it off with her tongue. "Why, did you say yes?!" Carol said, throwing her arms in the air dramatically.

"I didn't, she just decided on it."

"This is a nightmare! I can't see her. Lily I CAN'T SEE HER!" Lily understood but she was at a loss as to how to help her. When her mother wanted something she usually got it. Shep was awake now and scratched his blond hair looking disorientated. Lily understood why Carol was so upset she was the Black Sheep of the family and though Lily never really got on with CeCe either, it was nothing compared to the screaming matches Carol had with her.

"We'll figure something out." Lily said meekly and Carol huffed, stealing the cereal and disappearing back into her room. Lily had breakfast with Owen and Shep and discussed the happenings of the previous night, or what they remembered of it.

The next day, the buzzer rang and CeCe's voice came through the loudspeaker. "Well, aren't you going to let me in? I've had a long trip and I'm very tired. Someone needs to lift my suitcases off the curb. I hope you don't expect me to do this?"

Carol clenched her fists together and buzzed down. "We'll be right with you, mother." The door banged of its hinges and a boy swaggered out. His hair was tousled and blond, he wore an unsure grin and leather studded jacket. She recoiled slightly but had no choice to follow the vagabond.

"Let me help you there, anyone who's a friend of my girlfriend's is a friend of mine." A second boy came out, as the first was having difficulties lugging the two bags up the steps. Owen held out his hand to be shaken but never got it. Immediately, from their appearances she could tell that none of these boys were good enough to be with her daughters. She would have to fix that.

Once Shep and Owen had brought the suitcases upstairs, they hovered near the entrance, supporting their girls, but it was hard when all CeCe could do was to belittle and insult them. After about half an hour, Shep left muttering some excuse about writing songs for their album.

Carol was standing near the table, gripping the chair's frame tightly. Lily knew that face. It was minutes before everything got too much. CeCe had only just arrived and already she had found several faults in Carol's way of life, how she dressed, who she let in her life and the bad influence she had on her little sister.

Before Carol could explode, Lily stepped in. She did feel rather responsible for allowing CeCe in the first place. Owen seemed to be invisible. Lily would have to change that, but first, she and Carol had to set some ground rules...

"Mother!" Lily interrupted her Mother's conversation; she had just started to say that the apartment should be disinfected... Carol looked up shocked. In fact so did CeCe. Owen just scratched his nose, waiting for it... "What are you doing here? Because Carol and I both know it wasn't to see us."

CeCe pursed her lips. "Believe what you think, but I did miss you...both. I thought it was time I see how Carol is providing for herself. Not very well, now I see it."

It was Carol's turn to say her bit. "If you're just going to insult me, then you can get out right now, Mother! I do not want to hear how much beneath you, you think I am! If you want to stay, then keep your thoughts to yourself, but don't expect us to wait on you, because our lives are here, and we actually work for a living..."

CeCe's face was turned pink, out of anger. Lily loved Carol. It was situations like this, which reminded her of how many times Carol had come to her rescue in the past. She had not missed the arguments between her family, but she had missed her big sister.

"I see now, this was a bad idea after all. You, bring my bags downstairs at once. Lily, pack you're things I am taking you home."

"His name is Owen." Lily said fiercely, "And I'm not going home with you. _This _is my home."

"Don't be ridiculous. You may think you're like your sister, but you will never be like Carol, you are too much like me." Owen bent down to pick up CeCe's suitcases and Carol stomped past to open the door for him.

"Get out now..." Carol ordered, her hands on her hips. CeCe followed Owen outside and Lily turned to Carol, wiping her eyes.

"I'm so sorry. You knew she'd be like this, didn't you?"

"I knew she wouldn't accept us. She never did." Carol squeezed her sister's shoulder softly and went to put the kettle on.

Owen waited on the curb with Lily and Carol's mother and watched her with no remorse. She was definitely not from around their parts. Her clothes were too fancy, her hair was tightly wrapped in a bun and she looked too much like a Porcelain doll. It was hard to believe she was Lily's mother. Except Lily was blond and tall and beautiful, and in a sense, he could see it in CeCe a little. Carol was different. Pretty, and wild and talented, she was not CeCe at all.

It was a fleeting thought which occurred to him after watching the sorry case unfold, but having no mother of his own, Owen felt a strange connection to this lady, though she seemed to have a horrible personality which was not passed down to either daughter – he listened to her mutterings, sure she had forgotten him.

Owen flung out his arm and whistled for a cab. He could see immediately she had heard him, (Shep said his whistles were high pitched enough that it could summon dogs from neighbouring towns!) she looked on disapprovingly and Owen knew he only had a minute to convince her not to leave.

She did not thank him for hailing down a taxi, not even when he loaded the suitcases into the car.

He opened the door for her and she hovered for a moment on the curb, turning up to face the building her daughter's were living in.

"You know, you don't have to leave..." Owen said holding onto the door.

"They do not want me there." CeCe said tersely.

"You're right. They don't want that lady who was just there, but if you be the person I know you can be, they might."

"That lady _is_ me. And I will not change."

"Well, that's not good enough. They've proven they can survive without you, but, it looks like you can't. Why don't you try and get to know you're daughters and be a real mother to them. You might actually be proud of them."

At that moment the taxi driver interrupted gruffly, "Where to lady? I Ain't got all day, you know."

CeCe thought about Owen's words and sighed. The taxi smelled of urine and the alcohol. It took her a long way to get there. It would be a long ride home. She took Owen's hand hesitantly and he helped her out. "I'll stay. But I will not be sleeping on the couch like a common roommate. I expect a proper bed and breakfast."

"I'm sure Lily can sort out a proper bedroom for you. As for a proper breakfast, I know the perfect place." Owen retrieved her luggage and returned to the door, hoping Lily and Carol wouldn't kill him.

Carol and Lily were sitting in the kitchen discussing the dead plant on the window sill, when Owen came back into the room, followed by CeCe. "Before you say anything, my mother died when I was nine. If I had the chance to make everything right before she died, I would have. Just remember, you don't know how long you have before someone you love is gone."

"If you don't mind, I'd like to use the bathroom." CeCe said quietly. Lily nodded and showed her where it was and then she hugged Owen tightly, thanking him, because it was tough tolerating her mother.

0o0o

Two days flew by, which was strange considering how much Lily and Carol wanted nothing to do with their mother. CeCe was on good behaviour. The first day, Owen had taken them to a diner near Carol's apartment. It was a shock to find that both Carol and Lily were waitresses there. CeCe came from a proud, rich family and she wanted more for her daughters, than this. Owen pointed out the owner, who looked CeCe up and down and grinned broadly. She had to shake his greased, sweaty hand, out of politeness, but quickly wiped it with a handkerchief at her earliest opportunity.

The food was common, but edible and there were no bottles of Chambord but a cheap looking bottle of red, which washed down her grilled burger just the same. It was strange seeing her youngest, Lily hand in hand with Owen. He seemed so below her, but there was something intriguing about him. She had known someone like him in her past, but had not settled for him. Owen seemed to like her daughter very much. His manner with her was sweet and caring, but boys like that could easily break your heart. As for Carol, the boy named Shep, had said he was having relations with her, but Carol and Shep were always apart. Knowing Carol, she was not with him. Perhaps, they had shared something but it was long gone now.

Shep was at the counter paying for another round of drinks. Carol was playing with the straw in her last drink with a preoccupied expression. Lily and Owen were not paying attention at all to Bill's favourite Guitar shop on the Corner of Bligh and George. CeCe couldn't care less, but she had been reared to disable situations like that.

After leaving the restaurant, CeCe said she was quite tired and would like to get to bed early. Owen and Shep bid their goodbyes. Shep hovered for a moment and then when Carol shook him off, with a hand on the arm, he left. Owen held Lily's face in his and kissed her passionately which was saying something, more than just a kiss. He was giving her a message. He loved Lily.

CeCe was not overly pleased but she had more pressing matters at hand. Carol had not spoken to her at all for one whole day.

As CeCe entered the bathroom, to take a long bath before bed, she did what any mother would do...

She opened the cabinets and peered inside.

There were ordinary, everyday items in there. Nothing suspicious about moisturisers, make-up or hairspray, despite the fact they were not designer but cheap imitations. Interestingly, CeCe came across contraception and she wondered which daughter was taking it. She closed the cupboards, and stepped into the bath.

0o0o

"Oh god. I feel sick..." Carol said as Lily cleared the sink to make room for Carol.

"What are we going to tell Mother?"

"I seriously don't care right now..." Carol bent over the sink and threw up.

"Have you told Shep yet?" Lily said softly, holding back Carol's hair.

"I don't even know what to say to him."

"He loves you."

"I know, but he can't. He won't, not after he knows..." Lily hoped CeCe hadn't noticed. She really didn't want to explain this to her. Carol would kill her if she said anything about her pregnancy. The cover story would have to be stomach bug or too much alcohol.

"What on earth is going?" CeCe demanded suddenly. She had heard. That woman had ears like an eagle.

"Stomach bug." Carol retched, spitting out another batch of vomit into the kitchen sink. CeCe's lips pursed. If there was any suspicion as to who was using contraception it was now clear.

"I've had my fair share of stomach bugs. I know, that there is morning sickness! And the fact you did not come to me any earlier is beyond me. Move over Lily, I have more experience in this matter than you." Carol flinched as her mother took over the hair duty and ordered Lily to make a cup of Camomile tea.

After Carol's bout of morning sickness was over and they sat in the kitchen in silence.

"Who is the Father?" Carol turned white. Lily reached over to reassure her. "Is it that fool of a boy, Shep? Because I can tell you now that boy won't know one thing about raising a child."

"Mother, it isn't Shep's..." Carol said loudly.

"Then who?"

Carol ran her fingers through her hair, frantically, "It's Keith Van Der Woodsen's."

CeCe knew of the boy, vaguely. But it was the name which stood out. Van Der Woodsen was a high class family. A rich family. She smiled to herself. Carol had tried to outrun her past and yet it still was part of her.

"There's no happy ending here, Mother. Keith is a jerk. He never loved Carol. He used her." Lily said stiffly. "And now he's paying commission." Carol looked up with wide eyes.

"What do you mean?" Carol shook off Lily's hand and shook her head.

"I told him, so he can provide for you and the baby."

"Nooo! No! I told you not to tell anyone!" Carol said, tears leaking down her cheeks.

"How much is he paying?" CeCe said quietly.

"A few hundred. I wanted Carol to be ok." Carol excused herself from the table and slammed her bedroom door leaving Lily looking miserable after her.

Things however were not hopeless, CeCe thought. She would visit the Van Der Woodsen's and make peace. Carol and Keith would work out their issues and if things go her way, a wedding would take place.

**A/N: reviews welcome.**


	5. Payback

**Disclaimer: GG belongs to the CW it is not mine. If it was mine, Nate would be in my bed. A/N: Graphic sexual themes, swearing - Rated M. Reviews welcome. (Re-written 12/09/12)**

**Valley Girls**

_Payback_

Lily pushed open Carol's bedroom door anxiously. The ticking clock above said it was almost ten-thirty: Lily had to be at her shift by two. She pushed the thought out of her mind - she had more important things to think about, like apologising to Carol. She was supposed to have kept her mouth shut!

CeCe clattered about with the dishes in the kitchen and Carol lay face down, crying into her pillow. Lily felt horrible. She rarely saw Carol cry.

"What do you want, Lily?" Carol said thickly.

"I – I'm so sorry, I didn't mean to upset you. I just wanted him to know what a mistake he made." Lily hesitated and when Carol didn't protest she sat down on her bed.

"I told you not to tell anyone Lily." Carol said.

"I know, and it's no excuse. If you want me to pack then I will." Lily said miserably.

Carol wiped her eyes and sighed, "Of course I don't want that. I just wish you hadn't tried to fix this. What's happening to me - this baby - is my business, and it was my choice not to tell Keith, but now he knows: it just tells me of his character - he doesn't care! If he did he'd be here on my doorstep, but he isn't, so I know I was right about him and now I have to pay for my stupidness."

Lily put her hand on Carol's knee, "You're not stupid." She reassured her.

Carol shook her head, disagreeing and said, "How am I going to raise a child, Lily? What kind of mother am I going to be? I never wanted this." She pointed to her stomach. "I'm the actress remember?"

"Life always challenges us." Lily added because she could not think of anything else to say in response. To be honest she felt terrible that she hadn't listened to Carol, but at the time she wanted to help her. She couldn't imagine what it would be like being in Carol's shoes.

"Trust you to sound exactly like Father." Carol said and hastened to wipe her wet eyes.

"Do you forgive me then?" Lily asked timidly.

Carol nodded with a sigh, "You have to promise me you'll leave me to handle this now. No more fixing things." Lily promised, wrapping her arms around Carol and squeezing her tight like she used to do when they were younger. It seemed forever since she had the chance.

"To think in nine months time you'll be so fat, I won't be able to do this!" Lily murmured, dodging the pillow Carol threw at her and they both laughed.

Carol's smile faded, "Lily?"

Lily came back to sit on her bed, "Yes?"

"How much money did you say Keith was paying?"

"A lot." Carol raised an eyebrow. "$300." Carol's eyes widened. "Shall I tell him to stop?"

"No, I don't think so." Carol opened her wardrobe. Putting on a leather jacket and tidying up her frizzy black hair. She called out to CeCe, "I'll be back later! Don't wait up!"

Carol didn't really have a plan. She knew she wanted to confront Keith, since he knew the truth and perhaps it was a stupid idea to go alone but she wasn't showing yet and even if Keith wasn't alone, he wouldn't want everyone to know that he knocked her up, would he? Of course, the stick insect would probably say she was lying... She ignored her mother's protests and slammed the door.

Lily got the brunt of CeCe's frustration: "What did you say to her? I do not think she should be out of bed in her condition!"

"Mother! Please!" Lily said, raising her hand, "Carol is in charge of her own body. I can't do anything, so please stop asking me to!"

"And look where it got her," CeCe returned to do the dishes, muttering to herself. Lily felt a spark of annoyance but tried to forget them as she went back to her room to get some much needed sleep. She wondered what Owen was doing.

0o0o

Carol was still thinking of what to say to Keith as she waited on the corner for a cab. Shep ran up to her looking out of breath. "Carol! We're going to be on TV!" He beamed.

"What?" Carol asked, distracted by an upcoming bout of morning sickness. She tried to control it, holding her stomach tightly and taking deep breaths.

He went on, "Like I said, our Manager said he wanted us to play on some TV show..." Carol grinned awkwardly before stopping him from coming any nearer and throwing up in the gutter. "Are you alright?" He asked, suddenly concerned. Carol was shaking. Why would she feel like this now? Did she not already throw up her dinner and breakfast already: what else was there to throw up?

Carol spat the foul tasting liquid from her mouth, ignoring the snide remarks from the people walking by. She never thought she'd be the one in the gutter looking up at the world from a beggar's point of view. Shep hurriedly checked all his pockets and pulled out a crumbled serviette which had tomato sauce on the corner. Carol sat, waiting for it all to come out with Shep standing over her awkwardly.

"You were saying?" Carol asked, picking herself up and tossing the serviette into the nearest bin. She turned away from the vomit, feeling a little better. Shep demanded to know what was going on. He had noticed something wasn't right. "Just bit of food poisoning," Carol lied.

She couldn't bring herself to tell him the truth: she was having Keith's child. He would not understand. He would hate her. He hated everything about Keith. Everything would change.

She tried to smile but it would have looked strained. Carol's thoughts wandered as Shep went back to discussing what had happened with the band. She would be getting paid! But would they pay a pregnant teenager? Would she even have a spot in Shep's band? Would they even be friends?

"...so you have to come and choose the song..." Shep's badges pinned to his leather jacket sparkled in the sunlight and Carol stopped staring at them directly. Things were such a mess. She didn't like lying to him but she didn't want to mess it up, especially when he had worked so hard.

"OK. Let's go." Carol said giving Shep a smile and deciding it best to write some songs as opposed to confronting Keith. It might take her mind off everything.

She managed to keep on top of all the new material and come up with new lyrics to Shep's new melodies. He looked ecstatic and though their eyes met on several occasions, Carol couldn't bring herself to take him aside and explain why she was going to the bathroom five times in a row. She decided to play it cool, like she had said: she wasn't showing at all. She could put it off, for now.

They had practiced the songs all morning and well into the afternoon. Carol was exhausted and just really wanted something to eat and then to sleep until morning, if her stomach agreed to it. Lily wanted her to tell him the truth. She thought he deserved it - if she cared for him, she ought to tell him the truth - give him the chance. Carol knew his answer, and she couldn't bear it.

"Rad. That's another one done. Can't wait to show Owen."

"I really like this one." Carol was saying as she wrote the lyrics on the sheets of music, adjusting the melody accordingly when needed. She started humming it, feeling a little better. Shep kicked his feet up on the table and leaned back in the chair with a grin. Jason had gone to get drinks, offering advice about the melody and tuning their guitars, he left the drum kit for Owen to clean.

Carol read over the lyrics to their new song:

_See that girl in the crowd, tall and smart? She's so pretty, she'll never know how much. My world's so grey without her. She gives me life, she lets me breathe..._

_I'll chase her around the world, never turning back. She pushes me forward, up, up up! There's no going back. She's that girl in the crowd, dancing, dancing.. giving me courage, giving me joy..._

She wasn't stupid. The song was about her, she was pretending not to have noticed, but her hormones were a mess and when Shep's hand found its way onto her knee casually she leaned in and kissed him softly, surprising him. It was brief and sweet and she pulled back almost instantly,

"I have to go."

"I'll walk you." Shep said getting up quickly.

"Stay. Keep working on the songs. I'll see you later." He grabbed her arm to stop her from running, like she always did. She didn't want to face him. The kiss had meant something more, and she was afraid of hurting Shep. She was afraid he could see the truth in her eyes.

"Carol-" Shep didn't want her to go. They needed to talk. He needed to know what it all meant.

Jason was back with drinks. Shep let go of Carol and she smiled at the both of them, brushing her hair from her face, excusing herself because she had plans with her mother. Another lie of course.

Shep was feeling even more confused and sat down with Jason to discuss the rest of the songs. He needed to remember to tell Owen what had happened and he needed to know if Owen knew something he didn't. Was it really food poisoning like she had said?

0o0o

Owen never thought when he first met Lily that he'd feel this way about her. Her smile, her cheeky giggle, her lips, her smell, her hair, everything made him fall for her, fast. Lily had finished her shift and come back to their apartment with Owen attached to her lips. She already knew that things were escalating too fast. She already knew if she didn't stop, things could get out of hand, but a little voice in her head kept convincing her: _Whatever was going to happen next was because they loved each other. What was the harm in that?_

"I love you, you know." His mouth was touching her ear. Lily was taken by surprise. He said them. She looked into his intense eyes and blurted: "I love you too." They didn't make it to her bed. She fell back onto the couch. He was gentle and romantic and Lily's body wanted him but her brain kept sending up warning flags every second. _**Stop now.**__ Wait. __**Stop now!**__ Wait. __**It has to stop now!**_

She let out a soft moan, to which he chuckled in response. Her clothes were scattered on the ground and she gasped as his cold hands smothered her back. Sweat mingled against their touching foreheads and Lily couldn't stop needing him. Their emotions were intense and voices lost behind their actions. He was sucking against her neck. _Need you._ _**Stop.**__ Oh God. __**Don't stop!**_

It was impossible to think when Owen kissed her like that. She let go of her thoughts, like you would put off the snooze on your alarm. **Just one more minute**...

"You are kind," He took off his shirt. "Honest," He undid her bra, admiring her breasts. "Funny: especially when you're drunk," Lily rolled her eyes. "I just want you to know: I started loving you the moment you beat Keith Van Der Woodsen in the head with your purse." He grinned at her strawberry shortcake knickers. She was damp. "I'll be gentle." He told her.

Lily touched his face and smiled, she'd dreamt of him touching her and she wanted to let him know she was ready. "I've wanted this for so long..." His eyes locked onto hers. She smiled, feeling suddenly confident and kissed him slowly, tugging on his lips and desperately wanting him to start.

Lily explored his abdomen, then his shoulders, almost egging him on. He started with just one finger, experimenting and getting her ready for his entrance. "Fuck, Owen..." She whined, peering down at her sensitive nerves that engulfed his finger so eagerly. She moaned against his cupped hand, bucking against him. If she knew what it felt like to fool around, she would have done this a long time ago.

They were making out heavily now, her nub so sensitive she could feel herself growing more and more aroused. Suddenly her whole body shook, ripple after ripple. "That was your first orgasm. This will be your second." His mouth slammed back against hers. This time he admired her reactions, taking things slower and torturing her. He was slowly growing harder each time she moaned his name. She kept bucking against his palm hoping for more friction, speaking words he didn't realise she knew existed. "God yes! More! So fucking good!" Owen chuckled, rolling on a condom from his wallet and sinking inside her. His mouth ran down her chest and he worked on her nipples, stroking and licking them, causing Lily to groan in appreciation. "Uhhh-" Lily wasn't even speaking words now. "Fffff-" They were both groaning: legs tangled and bodies heaving, banging against each other to get the maximum effect.

"Almost there-" Owen muttered, thrusting several times more. Lily grabbed the cushions tightly when she felt herself cum and rode out the orgasm until his came a few minutes later. Owen dropped himself onto her, joined at the chest. "Thank you Lily." He said. She smiled embarrassed.

"What for?"

"For letting me do that to you."

"I enjoyed it."

"We'll get better at it."

"You were pretty good."

"Yeah?"

"This was your first time wasn't it?" Lily nodded, taking the time to show him how much she enjoyed herself. Owen chuckled and peeled himself away from her. Throwing the condom onto the ground and pulling on his pants. Lily put on her underwear and lay down against his chest.

She was glad they had had sex. She loved him so much. It was hard to talk to Carol about it these days, because she had so much on her mind, and after what had happened, it was like Carol only looked at sex as a negative event. She supposed if she had been raped by Keith Van Der Woodsen, her whole world view would be just as messed up. But Lily couldn't help but think how much she had been missing.

They talked for ages about the band and the diner and life in general until both fell asleep, content. It was 4pm when Lily heard a rattle of keys in the door and she woke up Owen who lunged for the rest of his clothes. Carol entered looking flustered and ran to the bathroom to throw up. Owen let out a sigh of relief thinking it had been CeCe.

"I'll go and see if she's ok. Don't go anywhere." Lily ran off to the bathroom, looking worried.

"If you say so," Owen muttered, putting on his shirt and lying back down with a grin plastered onto his face. He had to tell Shep the good news.

0o0o

"Still feeling sick?" Lily asked Carol, shutting the bathroom door. "Did you see Keith?"

"No." Carol said wiping her face and feeling terrible. "Shep and I were writing new songs. Our manager wants us to record something for a TV show. It's a soap, and we spent hours on it and think it's pretty fab. I ate some pizza with salami and now I feel gross." She vomited some more. Lily turned up her nose at the smell. "Where's mother?"

"She wasn't here when I got home."

"I hope she hasn't gotten mugged." Carol said.

"I'll get you some camomile tea."

Carol nodded, looking at Lily for the first time and she stared at the hickeys all down her neck.

"You had sex with Owen, didn't you?"

"Carol, I-"

She didn't know how Carol could tell. Did sex leave visible marks? She had tried not to act like she had a secret.

"I can't believe you-"

Carol sounded so angry it made Lily angry. She might not have thought they'd have sex then, but they had done it right. At least they loved each other.

"He used protection. I know what I'm doing Carol."

"Do you?!" Carol asked, astounded.

Lily didn't like her attitude. She was trying to explain how it happened. She was trying to explain: everything was ok, because they loved each other. Things were better now they'd had sex.

"Yeah. I love Owen and it was amazing."

"I hope you were smart enough to have used a condom."

Carol was glaring at her. Mocking Owen. She got up from the toilet and flushed it. Lily couldn't believe this was Carol's reaction. The first time she had sex had been incredible and it had been with someone she loved so much and who cared the same way about her.

"We used a condom."

"But you aren't on contraception. Are you?" Carol snapped.

Lily had another secret. Her face was growing red as she blurted - "I've been using yours, since you obviously don't need it." Carol's eyes narrowed and she leaned against the sink, still feeling horrible.

"What the HELL does that mean?"

"You're pregnant!" Lily shouted, not even bothering to keep her voice down. Owen would be able to hear everything they were saying. Carol seemed to have forgotten he was there.

"Oh, I'm sorry I didn't realise it was my fault I got RAPED and PREGNANT by an ASSHOLE who clearly NEVER loved me. I'm sorry I was so STUPID to have misread the SIGNS. What the FUCK are you still doing here Lily?! Haven't you SAID enough? Your big sister is a FAILURE. I don't need you to tell me."

"Carol I-"

"Get out Lily." Carol said, pushing her sister out the door, and seeing Owen's shocked face as she did.

"Oh, great. Why don't you run off and tell Shep now!" She slammed the door to the bathroom and Lily heard her crying.

It was their first fight in a long time. Lily pushed Owen away when he tried to console her. He looked taken aback and she stressed she needed some air. She opened the door to see CeCe on the doorstep with Keith Van Der Woodsen in a suit, carrying a ring and a blank expression.

"Oh there you are dear, the minister will be along shortly. You! Please leave, this does not concern you, nor will it ever." She led Keith inside and knocked on the bathroom door.

0o0o

"LEAVE ME ALONE LILY! I TOLD YOU TO LEAVE! I CAN'T BELIEVE YOU HAD SEX WITH OWEN IN MY OWN APARTMENT! USING MY PILLS. I NEVER WANT TO SPEAK TO YOU AGAIN!"

CeCe heard the entire thing and Lily's world shrunk, everything that had happened was snatched away from her and she hated Carol so much. Keith was smirking, enjoying himself. Owen was standing nervously in the corner near Lily, trying to take in the drama and wishing he hadn't heard any of it. His triumph had slipped away and he just felt bad for Lily.

_Maybe if they hadn't have had sex.. maybe if they had waited, none of this would have happened?_

CeCe was imagining the scene. Taking in the dented cushion on the couch and the scattered shoes on the floor. Her lip hovered in disgust as though something foul was on her tongue and she picked up Owen's jacket like it was filth. In a very calm but limited voice she said:

"I want you out of this apartment now. So help me if you return, I'll call the police. This is the last time you come close to speaking to my daughter. What you may have shared is over now. You will move on with your life and you will watch my child get married, you will let her go and you will not contact her ever again. Do you understand me?"

Owen looked panicked and Lily was yelling at her mother, while Keith swooped in to stop her from attacking CeCe and Owen started forward. CeCe looked down at Lily who was fighting against Keith's hold and said in a disappointed voice: "After what happened to Carol I would have thought you'd have the brains not to follow her example."

Keith didn't let go of Lily. CeCe escorted Owen out the door and he muttered the one sentence that he thought would have the most punch. "You think you're protecting them, but what you're really doing is suffocating them. I'll leave now, but I won't give up loving her. Call the police! I'll tell them everything you've done."

"Do not threaten me. Who do you think the police would believe, you? Don't make me laugh!" And Owen was forced to leave Lily in Keith's arms and ran down the steps intent on telling the police exactly what had happened even if there was no chance he would be believed.

Lily was screaming insults at CeCe and trying to throw off Keith, "What is your problem?! HOW DARE YOU! OWEN! OWEN! WAIT! NO! LET GO! I love him! You have no right!"

"God help me if you get pregnant..." CeCe said over her. "I can barely look at you for your foolishness." CeCe pushed open the bathroom door to see Carol had climbed out the bathroom window and presumably gone down the drain-pipe. CeCe was on the phone to the police fabricating some story that involved Owen and her "poor missing daughter."

Lily was so angry she wanted to scream but her voice was already almost wiped. As soon as CeCe had left the room he threw Lily onto the couch and said, "You've done it now." He smirked in her face, gloating at her and Lily couldn't help but cry as she realised how stupid she had been. Everything WAS her fault. She had let EVERYBODY down.

0o0o

CeCe thought she was going to fix everything. She had thought when she had left Carol's apartment that things could be fixed, if she could just speak to Keith's parents and offer them an escape.

She would plan the entire event.

She had gone to speak with Penelope and William Van Der Woodsen who she knew very well. The Van Der Woodsens were a wealthy family that live on the Upper East Side in a mansion that had been handed down five generations. Penelope was a small woman with no chest or hips, but her stern voice and appearance gave her power over many. Her hair was short and wavy and she loved riding horses. William was a tall and handsome man of forty with a trimmed moustache and enjoyed sports. Their son Keith was as tall as his father, with piercing blue eyes and an arrogant smirk to accompany his Cartier watch.

CeCe had flagged down a cab. She knew exactly what she needed to say to them and so she opened her arms wide to collect Penelope who kissed both her cheeks in greeting, "My dear Cecila Rhodes! What a pleasure to have you here!" She said in a bright light voice. "We would be delighted to come to the Pink Party of course."

"Please Penny, call me CeCe. Four years in the same dorms at Yale and you still won't call me by my first name? I'm so sorry I didn't call..."

"If you insist." She giggled, like she was thirteen again. "That ok, you caught us at a good time, actually." She hesitated, adjusting her lipstick and looking over her shoulder anxiously.

"My what a beautiful home, how is dear William?" CeCe asked as Penelope ushered her into the sitting room and offered her some tea cakes, the maid just put on a tray and the left the room as quietly as she had entered.

"Oh, he has a cold from his travels - he was in Northern Europe only last week." She said importantly. "What brings you over this way, how is your husband?" Penelope rang a small bell on the table and a maid came in with a pot of tea and tea cups. While CeCe and Penelope spoke, the maid poured the tea, offered the cakes and waited on them until Penelope dismissed her. CeCe approved greatly and told her so. Penelope smiled, "It's really hard to find great help these days."

CeCe took a bite of tea cake, it must have been store bought because Penelope couldn't make anything as good as that. "Where is Keith? It's been a while since I saw him in the tabloids?"

Penelope's face blushed. "Yes, he has actually moved on from those days." Penelope said, drinking her tea quickly. "I'm sure he will be down shortly."

"If you don't mind Penny, before he comes in, I'd like to discuss with you certain matters which have come to my attention. Of course, I had wished William could be here but of course, you will do." Penelope flushed again.

"Certainly, what kind of matters?"

"Well you see..." and CeCe recounted what had occurred, watching Penelope's facial features closely. It was almost enjoyable to watch the woman fall apart in front of her. It showed her who indeed was the better woman. Of course, CeCe already knew this would happen.

"He's a- a- father?" Penelope spluttered.

"Yes, didn't he tell you? He's been paying her compensation, about $300 dollars a month." CeCe said innocently. After this sentence, Penelope's face grew white. "Now I was thinking, since this is a very delicate matter, we should arrange their wedding straight away, not a secret wedding, it could be held here or at ours, and I have about two hundred people on the guest list already, how many would you like to have?"

Penelope was having trouble speaking.

"Of course, you would be paying for the wedding..." CeCe threw in just to see if the vein above Penelope's eye would stick out any further. "If you do want to discuss with William, then by all means, I can give you some time, but obviously before the nine months are up!" CeCe laughed loudly. Penelope's hands were shaking. "Isn't it lovely - we're going to be grandmothers!" CeCe added cheerfully, just to enjoy the panicked look in Penelope's eyes.

"Y-yes, of course, if you don't mind CeCe, I'd just like to have a word with William. I-I'll be right back."

"Yes of course darling." CeCe was smiling on the inside. Penelope left the room while CeCe finished her tea and took another cake from the platter. Of course she heard everything Penelope was saying to her husband because they were unable to keep their voices down.

"HE WHAT?" William thundered. CeCe thought to herself, he doesn't sound sick. "WHERE IS HE?" CeCe was holding in her excitement, she really shouldn't be this pleased, should she? "YOU! YOU!" William thundered, obviously Keith had come down to see what all the yelling was about.

"What are you doing, are you crazy!" Keith seemed frightened, and confused.

"You my son didn't think it important to tell us that you SHAMED the family name by impregnating a Rhodes! Her mother has just offered us a deal." He thundered. CeCe put her tea cup down on the table. She had been right about William. That was interesting.

"What do I have to do, go apologise?" Keith spluttered. "Can you let go off my shirt now?"

"No, you will propose. There is going to be a wedding." William thundered.

Keith gagged. "I'm sorry, what now?" Keith yelled.

"You heard me. Haven't I taught you anything? The tabloids will print what they will, but if we give them a story it will look far better than you shaming the family by impregnating a Rhodes girl."

CeCe didn't have time to fume about the obvious contempt William had over her name. Luckily, CeCe did not associate herself with her ex-husband. William's distaste of Rick had happened because of a tiff they had in college over money. This seemed to complicate matters even more, because Rick managed to do really well after that, including stealing his girlfriend. She had never told her daughters she had dated Keith's father. Some things just had to stay in the past.

"Cecilia," William said kissing her hand softly. Keith was pale and wringing his hands. Strange how similar he was to his father when he was young. "We have decided to unite with you, Keith is happy to marry your daughter to look after her and her unborn child. When would you like the wedding?" Penelope rang her bell to have the maid clear up.

Over the years, CeCe's had become well known, it seemed despite the Van Der Woodsen's place in the world, CeCe was still more powerful, and sometimes even feared. She supposed it was because people had heard of what happened when they disappointed her. She tried not to laugh out loud as she witnessed their obvious anxiety.

"Dear William, two week's should be sufficient enough. I will send through details by post. If you don't mind, Keith I think you ought to accompany me on my trip back - you see, I can't trust these people on the other side." Keith accompanied her across the road to the private car William had said they ought to use and sat down, feeling out of place.

"Do up your top button, for goodness sake!" CeCe snapped when William was out of earshot and the car left the curb. "This is not a game Keith, you will do exactly as I say, or I will make your life hell."

Keith looked pale. She glared at him when he said nothing and he responded with a hesitant yes, not knowing that it wasn't just his life that would change.

**A/N: Please review.**


	6. Sonic Youth

**Disclaimer: GG belongs to the CW - it is not mine. If it was mine, Nate and Jenny would be married, Serena would have got run over by a bus, Chuck and Eva would be in Paris and Dair would be pregnant. A/N: (Rewritten 14/09/12)**

**Valley Girls**

_Sonic Youth_

Carol just needed to get away. She had no idea where she was going, walking as fast as she could. She had torn her stockings on the screws as she half jumped, half fell to the ground. She ended up at the diner, hoping her mother wouldn't find her. She barged through the door, looking for Bill and told him her whole story. He had realised as much and gave her something to eat, wondering if she knew anything about Owen because he hadn't see him.

"He and Lily slept together," Carol admitted, bitterly.

"You disapprove?"

"Don't you? She's my baby sister."

"It's a surprise, but I like Lily. I know my boy would never harm her."

"I just wish she had come to me first. We're supposed to be close..."

"She's old enough to make her own decisions."

Carol dropped her head in her hands, "What am I going to do Bill? My mother is trying to order me about just like she used to do. She thinks she's helping but it's driving me mad!"

Bill put his hand on her shoulder, "Tell her how you feel. You were never scared to do that from what I've heard. If you really think your mother's gone too far than I can help you. I might own a diner but I also went to college."

"Weren't you a lawyer or something?"

"She might be a rich snob but you've got rights."

"Where are we going?" Carol said when Bill yelled at Jason he was going to be out for a bit. Carol hurried to catch him up.

0o0o

"That's him by the description. Pull him in." The policeman muttered, leaning over the counter.

"Hasn't got the girl with him." Said another, peering at the sketch closely.

"He's just a kid." Said the other, eyeing up the boy.

"Just pull him in will you?" The first sighed.

They stood up to confront the boy who wore a grim expression. One went to take him by the arm but Owen retaliated by shaking him off.

"Whatever you heard? It's wrong!" Owen yelled, trying to tell them the truth. They hauled him inside the cell, reading him his rights with Owen shouting abuse. _Why wouldn't they just listen?_

"Watch your language or we'll charge you for that too." The cell door slammed and Owen punched it with a groan. They thought he had something to do with Carol's disappearance and they wouldn't believe anything he said about CeCe because she "always gave generous amounts to the station".

They did allow him to phone somebody, and he called Lily, glad to hear her voice. She said she'd be there as soon as she could. He asked her where Carol would have gone, but she didn't know. She said she'd check the diner. She told him she loved him and she'd be there soon.

Half an hour passed and Owen sat with his head in his hands, trying to think how to get out of this mess. He hated CeCe. He hated the Police. Someone started shouting in the foyer and Owen craned his head around the cell to try and see who it was.

"I've come for my boy. He's innocent. I have proof he's telling you the truth."

"How do we know _you're_ telling the truth?" Carol pushed Bill aside.

"Because I'm Carol Rhodes and I can vouch for both of them. My mother is a liar and I want to file a restraining order against her."

"You what?" The police man seemed speechless.

"You heard me. I want to file a restraining order over my insane mother who just tried to blackmail my rapist into marrying me; who abused my younger sister's boyfriend and who is probably forcing my sister to move back home as we speak."

"What is happening Constable?" The Sergeant had come back, looking suspicious.

"Uh.. Miss Rhodes, Sir. Wants to file a restraining order?"

"Does she? Against whom, this boy here?" The Sergeant had raised his eyebrows.

"No, against Cecilia Rhodes, her mother."

"Take her statement. We will see if it is worthy-"

"It is worthy," Bill said, "and we already wrote it out for you to make it easier." He handed the note over. "I'm Carol and Owen's lawyer," Bill smiled, "William Campos. Now I'd like you to release my son if you have no other questions."

Owen and Carol walked out of the Police station with Bill bringing up the rear. Thanks to Bill they had managed to escape the baggage that CeCe had forced on he both of them. The police seemed unsure of who to trust when they had read Carol's statement, and though it might have been too late to prove, she also told them what had happened between her and Keith, and what would happen in six months.

This new information seemed to change their opinions of Carol. Some of them seemed relieved when she had left the station. Carol just hoped they would be able to keep the news contained, she didn't want the entire world to know she was pregnant, even if half the world already speculated.

"I can't believe CeCe said I'd kidnapped you. What is wrong with her?" Owen demanded.

"That's my mother, always trying to meddle. She thinks she knows what's best for us," Carol said.

"You should know, I love Lily..." Carol knew he did. She just wasn't ready to hear how happy Lily was, compared to how confused and lost she was. Perhaps it was jealousy, but Carol knew it was unfair to Lily, even if certain things really had pissed her off at the time. "Keith raped you?" Owen said quietly, almost as if she might break down if he said it any louder.

It made Owen feel sick but he also felt like Carol should have told him ages ago, even if at the time he might have belted Keith in the face for it. "Why didn't you tell us?"

Carol sighed, "Because I was ashamed, I should have known better. I'm sorry."

"It's him that should be sorry. Shep's going to kill him."

"He's going to hate me." Carol said. Bill pulled her against him, and shook his head.

"He loves you, he'll forgive you." Bill stared at Owen and he agreed. Somehow Carol didn't think he would. She wondered where Lily was and what her psycho mother was planning next. She hoped the paperwork would be sent as soon as possible. She couldn't wait to escape her mother for good. She had enough to worry about without the stress of CeCe on top of it.

Lily arrived looking flustered and Shep was with her. "Mother's gone to speak to the Reporters about the wedding. I swear she's gone bonkers." Lily rushed over to Owen to hug him and Carol looked pleadingly over at Shep, who looked crestfallen and angry.

"Shep-"

"You and Van Der Woodsen had sex in exchange for the music video?"

"I told him." Lily admitted. "He needed to know the truth."

"I was going to tell you..." Carol finally said. The way he was looking at her made her feel alienated.

"I just didn't know how to break it to you. I hated what I did, but we weren't together then."

Shep put his hands in his pockets, "We were still friends. You knew exactly what he was like and you still did it. Are you getting married to him?"

"NO!" Carol said. "My mother wants me to, but she's insane. She wants to make it look like this awesome event to cover up what it actually is: a lie. Keith is being pushed into this as much as I. Like he gives a shit about me or my baby." Carol snorted derisively.

"Carol's getting a restraining order Shep." Owen said to him. "I know it's a lot to take in, but we need to stick togeth-" Shep shook his head. Carol could see it was affecting him. This was why she should have told him. Seeing his pain, confusion and misery was too hard to bear.

"I can't. I can't just pretend she didn't sleep with him. You really hurt me."

"He hurt me! Shep, it meant nothing at first."

"How many times did you sleep with him?" Shep shouted. Carol had said too much. She knew her answer would make him even more distraught. Shep left and Lily held onto Carol while Owen when to comfort him. Bill said it would take some time, before he calmed down.

"What do we do now?" Lily asked Bill.

"Take Carol to the diner, she can stay in our apartment and get some rest. The less stress the better for the baby. Then you will all go to the Shelter like everyone expects you to and perform the new songs to be recorded for the TV show and then we'll take everything as it comes."

"How did you escape Keith?" Carol asked, trying to take her mind off her knotted stomach.

"I punched him in the face," Lily said. Carol and Bill laughed. "Serves him right. He was getting on my nerves, and I don't think he thought I'd really do it. So then, I unlocked the door and Shep was there, so we pulled him outside and down the steps and left him in the street. I doubt he will be back."

Lily held up the ring Keith had dropped. "I thought you could sell this." She said with a smirk.

Carol forgave her then and she knew things weren't going to stay horrible so long as she had Lily.

She knew it was going to take some time before Shep trusted her again and she should give him some time to process everything. She wondered how Keith would explain the black eye to his parents. She dreaded reading whatever her mother was going to say to the reporter and hoped she'd be free of her soon.

"We should probably take you to the doctor to check everything's going ok with the baby." Lily said eventually, looking at Bill.

"How far along did you say you were?"

"Four months." Carol said, instantly holding onto her stomach. "I haven't had much morning sickness today," She thought out loud. "Is that good?"

"I don't know. Maybe?" Lily answered.

"Let's get you to the hospital, just to check everything is ok." Bill said, shouting at Owen and Shep to tell them where they were going. Owen hurried over but Shep left, unable to look at Carol.

"He hates me." Carol whispered.

"No, he loves you. He's just hurt." Owen said, helping her into the car. "I told him to go get ready for tonight. You're singing, so you better look your best."

"He still wants me in the band?" Carol said, speechless.

"Of course he does!" Lily said, encouragingly.

"Yeah, he wants to sing that song you wrote together."

"_'That Girl in the Crowd_?'" Carol looked suddenly teary, and frowned at her hands as Lily strapped her inside and wiped wet face, whispering everything was going to be ok and really hoping it was going to be. Bill took Carol out of the car and up the hospital steps, requesting a nurse immediately.

Owen took Lily aside. "I'll be fine, just go work on Shep ok? Carol needs him more than ever."

"I will. I just hope Keith knows if he sets foot anywhere near us, I will beat him up."

"I think he'll be too afraid to feel my other fist." Lily said scrunching them up.

"God I love you." Owen kissed her and she lost herself momentarily before pushing him to be on her way. "I'll see you and Carol tonight. Don't be late." She smiled and ran into the hospital to be with Carol.

Lily found herself backstage that night, wearing a VIP pass and being absolutely overwhelmed by the atmosphere as Carol stood in front of the live audience, smiling and pumping the crowd. She was a completely different person when she was onstage, Lily thought. Lily wished she could sing as well as Carol, but she was always musically challenged, even in school. Carol was smiling, despite everything, she was smiling! They had received good news at the hospital, which had led to the change in attitude.

Owen was playing drums, twiddling his drumsticks and throwing her winks each time they caught each other's gaze. Shep was on bass, his face screwed up in concentration as his fingers plucked the riffs they had practiced non-stop. Owen had talked to him about Carol, and Shep made the effort to talk to her, but there was more tension than usual.

Luke (their guitarist) had had to quit last minute because he had gotten into Harvard, so his replacement had really big shoes to fill. Lily hadn't officially met the new guy but she felt uncomfortable around him. She blew Owen a kiss, only to have the guitarist blow one back! The new guy would smile, showing off and checking to see her reaction.

Lily's job was to provide the band with water and though she did, the new guy's constant pestering was seriously going to cause her to throw a bottle at his head! "Hey, are you ok?" Owen asked when they were about to go back for an encore. "Yes, some people are just really irritating."

Owen laughed, "He's not that bad. Just probably not used to this kind of attention. It's all a bit overwhelming, still we'll be on TV after this! Kiss you later." Lily stood aside while Owen went to talk to Shep and Carol went to the loo. She turned to see the new guy hovering by her, this time he actually bothered to ask a question, one she was happy to answer.

"So, he your boyfriend?" The guitarist smirked.

"As a matter of fact, yes." Lily said crossing her arms over her chest, she really didn't like this guy.

"You don't like me much do you?" He said after a minute.

"What gave you that idea?" Lily's eyes narrowed.

"You don't even know me." He offered her his hand with a grin. She stared at him. "I'm Rufus." She uncrossed her arms but wasn't intent on doing anything with them. He barged through her personal space, grabbed her hand and shook it up and down. "Nice to meet you..."

"It's Lily! What is wrong with you!" She fumed, removing her hand angrily and wiping it on her jeans.

"Wow, are _you_ a snob!" Rufus said with a raised eyebrow. "I wasn't sure, because you look just like one of us, but I was right." It sounded like he was talking to himself, this irritated Lily but calling her a snob, this crossed the line! She was about to rebuke his mocking statement when Carol interrupted: "How super was that! Can't believe it, I am just...wow!" Carol exchanged a look with Shep who avoided it and her smile faltered.

"See you've met Rufus?" Carol said, changing the subject. Lily nodded, taking the first gap in the conversation to escape and kiss her boyfriend, just to send the message along to Rufus' goggling eyes: she was definitely taken. Lily was glad Shep started talking to Carol more. Maybe they'd work it out after all.

"_You're keeping it?" He asked._

_Carol smiled, she had thought about it frequently and she was happy with her decision. "I woke up this morning and thought, there's a baby growing inside me! It's nice you know, to have someone with you, listening to your voice and feeling safe. I have to be responsible for both of us. I know it's so much to take in, and I'm really sorry for not telling you."_

_"Yeah, ok." Shep said gruffly. Carol smiled and returned to the stage to sing their new song. Of course, it was a hit from start to finish._

0o0o

Keith Van Der Woodsen arrived at the Shelter alone. He had told everyone it was Owen who had punched him to save embarrassment. CeCe and his Father wanted him to marry Carol, but he'd lose all respect. She was a Valley Girl and besides, he'd lost the ring. Lucky it wasn't worth anything.

Carol bowed as the crowd roared over the flicking lights and Owen's drum solo. Keith saw Lily. She was furious. He lost himself for a moment thinking of taking her against the stage, but then somebody pushed past him and he was brought to reality as Lily's hand slapped him across the face.

"What the HELL are you doing here? Once wasn't enough?" She yelled. Carol had stopped singing and Shep had climbed down the stage looking like he wanted to start a fight. Lily crossed her arms.

"Your mother has a message." Keith told her.

"What, playing messenger boy now? Tell her to leave us alone." She said frustrated.

Keith ignored her and said, "CeCe will cut you off if you don't get Carol to agree to my proposal."

"I don't believe you."

"Do you want to wait to read tomorrow's paper?"

"Oi!" Keith looked up and Shep's fist hit his other eye, repeatedly until the crowd parted with several yelling 'fight' and others trying to pull them apart without getting hurt.

Carol tried to leap off the stage as Lily tried to tell her what CeCe had done! But her foot got tangled in the microphone lead and she fell off the stage and onto her side. Owen shouted out for help. Lily screamed, stopping Shep and Keith from fighting. Rufus was stressing Carol to stay still because there was blood everywhere. "Call an ambulance!" Rufus shouted.

"Carol!" Owen shook her with no response.

"Oh my god! The baby!" Lily whispered.

Carol had one hand holding her stomach and the other bent at an awkward angle beneath her waist. Rufus tilted her head to free her windpipe and listened to her breathing. He was performing CPR when the ambulance officers arrived.

"It's f-fine Owen. Make sure Shep is ok. I'll call you when she wakes up." Lily said to Owen, trying not to lose her head. Everything was happening so fast and she could hardly think straight. Rufus was talking with the officers. Owen watched slightly jealous as Rufus and Lily went to hospital.

The next hour was a blur. Her eyes followed the wires connecting machines to her sister's limp body - she feared ever being in the same predicament and placed her hand on Carol's. She just needed her to be ok. She couldn't think of a world without her. They were close and yet they could fight all the time because they were SO different, and yet the same. She wondered whether she ought to tell their insane mother. Instead she called their Father, hoping he would do something to show that he still cared. He said he was stuck in an important meeting and it wouldn't be worth it. Lily hated her parents. They were a disappointment.

Rufus was getting coffee - it was on his way back to the ward he passed a tall foreboding woman he thought he should avoid - this happened to be CeCe Rhodes.

Keith had told her what had happened, and she was worried, worried about the condition of the room. She would pay for a private one if necessary.

"I'm sorry Ma'am but the room is already booked." The nurse was saying.

"Do you know who I am?"

"N-no Ma'am."

"You should. Carol is my daughter." CeCe made to move ahead when the Nurse turned to the paramedic standing looking very worried.

"Did you say you're her mother? Did you know you're not allowed within a hundred yards of her?"

CeCe looked angry, "Excuse me?"

He took out a piece of paper and showed it to her, watching her reaction. If there was trouble he'd be ready to stop her. "I've never seen this before." CeCe said, astounded.

"I'm sure you haven't. Look, I wouldn't go in there."

"My daughter might think she knows best, but I'm here because I care. She almost died, and my grandchild was at risk. You would really turn an old woman away?"

"I'm just following procedure Ma'am."

"My name is Cecilia Rhodes." CeCe added. Her desired effect did not work on this man, who did not give a damn of her lineage. She supposed he was from the same stock as that boy Owen or Shrek. He even had the nerve to turn his back on her and slam the door closed. She glared at the nurse who fumbled with her clipboard and ran away. "Atrocious," CeCe muttered and left the hospital fuming.

Rufus' initial thought was Lily and her sister belonged to some royal family but then he realised it was only because they were from the Upper East Side, so a nearby gossiping nurse had hissed.

Rufus was a Brooklyn boy, such a world away from the Upper East Side. His family owned a loft in Brooklyn - he never wanted to live anywhere else. He sipped a coffee and strained his ears to overhear the exchange between the Paramedic and the Doctor: the impact of the fall had caused internal bleeding and they were waiting on confirmation that the baby was ok.

Rufus found his chance to rejuvenate Lily with a smile and caffeine. She looked exhausted, with black rings under bloodshot eyes; her hair was crazy, sticking up like bed hair, obviously she was still in shock. Rufus steadied her as she grimaced. "Sit down - you're wobbly still," He said, steering her to a nearby chair. "Just sit and sip." Rufus said helping her with the coffee.

The bitterness was extreme and he explained it was a double shot. Rufus's hand wrapped around hers helping, "Your mother's terrifying."

"She was here?"

"Yeah, they wouldn't let her in because of some restraining order?"

"Carol.. so that's why she wants to cut me off. Well she can't do that. I won't let her do it."

"Lily, I have to tell you something I overheard: Carol might lose the baby." Lily started crying again. Rufus knew it was a sensitive subject, he felt bad now. "I'm sorry." He wished he could do something more for her.

Owen, Shep and Bill came a few hours later to see how Carol was, and Rufus watched Owen clutch Lily tightly, holding her together like he had done before. Rufus gave them some time alone and called his Dad to say he was going to be on a later train.

"She hasn't opened her eyes yet. They want her to stay overnight." Lily murmured to Owen.

"You should get some rest."

"Have you eaten anything?" Bill asked, watching Shep with Carol through the window.

"Only coffee."

"I'll go find something." Bill said, leaving Owen to kiss the top of Lily's head comfortingly.

"She's tough, Lily." Lily knew she was.

Shep was sitting with Carol, talking to her carefully, and listening to the monitors that were beeping steadily. The nurse had been in twice, later delivering the good news that both Carol and her baby were going to be fine. Shep breathed a sigh of relief and kissed Carol's hand.

"Didn't think I was really going to die did you?" She smiled.

"Don't joke about it." Shep murmured. It was too early to joke about it.

"Sorry." She said.

**A/N: Reviews welcome.**


	7. Recovery

**Disclaimer: GG belongs to the CW it is not mine. If it was mine, NJ would be married, Duck would be BFFs, Dair would be pregnant and Rivy would be together. A/N: Extended to EIGHT-SHOT. **

**Valley Girls**

_Recovery_

Carol was reading the newspaper in the hospital bed which had irritated Shep because it was untrue. He'd had found it after reading the sports section and expressed his horror in several curse words. Owen and Lily read the heading over his shoulder.

_Come celebrate with us, the glorious union of Keith Van Der Woodsen and Carol Jessica Rhodes._

The story went on to describe the event as if it was one of CeCe's parties: explaining the exquisite cuisine, the expensive wedding dress and the guest-list. Carol was furious that CeCe would go ahead with the wedding without even asking her, not to mention the entire Upper East side would know it was a scam considering everyone knew it was only because she was knocked up.

"Great, just great," Carol murmured to herself.

"How can she do this?" Lily exclaimed, aghast.

"Because she can, but Lily, you have to explain it to her. I'm not going to breach my restraining order. I've got enough on my plate without stressing out over my mother's moronic ideas. She can have her wedding, but I'm not going. I don't even know why Keith is still playing along, it's not like he's getting paid to marry me." Carol's eyes widened, but she shook the thought from her head, no, it could be true, could it?

Bill walked into the room, looked grim. They'd lost the TV deal. Apparently, the news article was responsible, changing their perceptions of who they were as a band. Being married and pregnant at eighteen was sending the wrong message in their eyes, yet they were happy to promote a song about love and lust. Carol wanted to punch the table in front of her but it was holding a pot of tea and a bowl of cereal. So her mother wasn't only ruining her life, she was also ruining the band's reputation.

"We'll get another deal." Owen said.

Shep nodded, "We'll just have to explain it was all lies."

Lily was so annoyed. She couldn't believe her mother would consider this line of attack and that asshole, Keith was playing along! Was it because his mummy and daddy were making him? She thought of Rufus calling her a snob and although she didn't appreciate the term herself, she realised in the case of Keith Van Der Woodsen, he was right. Her mother, Keith and his family - they thought, just because they had money, automatically gave them a better status than those like Shep or Owen, or even Rufus. She hated that she was raised to think this. She hated that her mother still thought it. She wanted so badly to teach her mother there was better things in this world if she only opened her eyes and saw them.

"Visiting hours are up." Bill said, taking Owen by the scruff of the neck, "Let's leave this one to recover in peace. Night love." Bill said, nodding in Carol's direction and avoiding his eyes when Shep caressed her head, took the newspaper from her and kissed her forehead.

0o0o

CeCe still thought in her mind she was doing the right thing for both her daughters. She never thought her influence was pushing both Carol and Lily out of her life for good.

Everyone was calling to congratulate her, though they kept their murmurings within their circle of friends. Gossip was being passed around like hot tea-cakes and CeCe was pleased Penny and William had decided not to cause a scene. She was also thinking about the baby. Carol was not ready to take on the responsibility of raising a child, neither was Keith, but once married, CeCe would adopt out the baby to a family that needed one and Carol and Keith could start afresh. There was the minor issue of some silly restraining order to deal with, and the fact that Carol had fed silly lies to Lily about living in a dirty apartment instead of her home and skipping on boarding school, but CeCe knew Lily would come back. She would donate a large sum of money to persuade the judge that she had Carol's best interests and to waver the silly document aside. She disliked this Owen boy, knowing he would hurt her, even if he thought he wouldn't. They weren't right for each other.

The wedding was the following afternoon. She hoped Carol would see sense. Everything was on track - everything but the bride. There was a loud tap on the door. CeCe saw her daughter glaring at her from behind her.

"I knew you would see sense Lillian. You belong here with me, not in some rotting apartment."

"Carol's not coming, mother,"

"She will."

"She's not. If you taught us anything, you taught us to be strong and Carol and I have decided we don't need you, it's you who needs us. People can say what they will, but at least we're going to be happy! So cut us off, see if we care!"

Lily was shouting at her mother in front of the Wedding Designer. She needed to get everything off her chest and she needed to pass on Carol's message: CeCe was mad to think she could buy her daughter back and she was insane to think she could just come back into their lives and order them about like she used to.

"I hope you enjoy being alone, Mother," Lily spat.

CeCe grabbed her arm. "I'm just doing my best here. Two unruly girls who ran away from boarding school to fraternise with boys. Do not think I don't know what you do in that band of yours. If you walk out of that door Lillian, god help me, I _will_ cut you off and don't you come running back to me or your father for help when things don't go like you planned."

"Didn't you hear me mother, I don't need money to be happy. Unlike you, I actually found someone who loves me, and that's all I need."

CeCe looked astounded. She didn't know who this girl was: it surely wasn't her sweet and innocent Lillian talking. Carol had definitely rubbed off on her. She didn't like it one bit.

"You may think love now is glorious, but it won't last, not with that boy. Not for either of you."

"What do you know about love Mother? You're trying to cover up a sham with a sham. If you loved Carol and I, you'd be happy, like Bill is. You'd actually let us breath and live our lives to the fullest, sharing our good memories instead of trying to re-live yours. Just because you're old, doesn't give you the right to know what's best for us. Stop smothering us with your contempt and live your own life before it's too late."

"This _is_ my life Lily. How dare you insinuate otherwise," CeCe snapped.

"Free Keith from this stupid idea. He might be a idiot and a rapist, but even he doesn't compare to you." Lily turned her back on her mother, ignoring her rebukes and knowing she had defended Carol well. Spending time with her sister had been worth more than the five years alone with her mother. She wondered if the assistant would tell her story in tomorrow's news. Somehow she hoped she would. Maybe then, everyone would see what CeCe was really like.

0o0o

Lily dropped the keys onto the kitchen table in relief. She'd done it. Stood up to her mother, again. She felt like a long, slow bath. She liked the idea of Carol being a mother. She would be ten times better at it than their mother ever was. Lily went to get a tea cup from the top shelf when she felt Owen's arms scoop her up around the middle, planting a wet kiss on the nape of her neck.

"Finally, you took forever," he whined.

"It's over. I just want to forget about it." Owen started kissing her feverishly. She forgot she was supposed to be making tea and pushed him against the cupboards, eagerly. He held her tight, his lips brushing against her flushed cheeks and hands roaming along her body. They were alone in the apartment. She was reminded of the last time they were alone.

"Let's have sex again," Owen groaned against her mouth, nibbling her ear and feeling himself grow hard against her. She gasped when his fingers pulled at her pants. "Right here against the kitchen sink." Owen grinned, attacking her lips ferociously. "You know you want to." He was right. Ever since their first time she hadn't been able to stop thinking about it. Carol was ok and so was the baby. She deserved a break, to unwind to relax and to enjoy Owen's company. She let him undo her belt, propping her against the kitchen bench as she pulled his shirt over his head and took in his gorgeous body. "Practice makes perfect." Owen said as Lily groaned against his long, wet kisses and forgot all about her mother.

0o0o

Carol sat back in the hospital bed with blue sticky gel spread out over her belly. The ultrasound machine was beeping loudly and she waited with bated breath for the results. This was the second check up, to make sure after the fall the baby was still alright like it had been hours earlier. Carol ran a hand through her hair and watched the screen for movement of the foetus, so it's scientific name was called.

"They she is." The nurse, named Jackie said fondly, "twelve inches long, she's clenching her fists freely. You'll feel her kicking more often, even hiccups too. I'll give you some cream because you'll be experiencing itching around your stomach as the she'll be growing more and more each day."

"So this is good news? And it's a girl?"

"Yes, you didn't know?" Jackie gave her an odd look but continued the examination. "There will be a lot more movement from her during the next four months like touching the umbilical cord and that, however, everything looks fine for the moment. Have you discussed a name? Would you like to call the father?" Jackie wiped the goo off Carol's stomach, waiting for her answer.

The father. It almost made Carol laugh. Keith Van Der Woodsen did not care she was having his baby. He would not care about baby names either. However, she was excited to tell Shep. She imagined comparing names with him and the others and picking out baby clothes. Four months and she would be a mother. Carol couldn't believe it. The excitement finally wore off when Jackie left and Carol couldn't reach Shep to tell him the good news.

She was watching TV. It was late afternoon and there hadn't been any visitors for ages. She rested her hand on her stomach, glad that she and her baby had survived the fall. She pictured Keith's black and blue face and thought about the new songs she had written with Shep and the band and how their future had been jeopardised by one false newspaper article, that was why she had asked for the restraining order. She couldn't live her own life without her mother interfering, thinking she knew best when she didn't.

She had asked Lily to send a message to her mother, hopefully getting it into her thick skull that the wedding was not going to go ahead. She would not say "I do." Ever. Why would Keith even agree to marrying her? She knew he was stupid, but why would he? Was he pressured into making amends by his parents, they were almost as worst as CeCe, after all.

There was a knock on the door and Carol, thinking it was Jackie told her to come in. Keith Van Der Woodsen stood in front of her with a bunch of flowers in his hand. He told the nurse he was fine, probably paid her off, Carol thought darkly. She watched the young girl goggling after Keith before she closed the door.

"I came to apologise."

Caroline thought Shep must have knocked all his sense from his empty brain. This was something Keith never did, not even after he had taped them having sex. He seemed sincere but she still didn't trust him. Was this some sort of amendment so she could then marry him, like her mother wanted?

"There's no way in hell I am going to marry you, Keith! I don't give a shit that our mothers want this, because I will not let you anywhere near this baby." Carol spat, climbing out of bed. She wanted to look strong, like she could kick his ass if she wanted. It was only what he deserved. Keith looked over his shoulder, dumping the flowers (a prop) on the bed with contempt.

"You really think I want to marry a "valley girl"? You've got to be kidding me? I just wanted to remind you of the time you were so drunk you basically pleaded for me to take your virginity." Carol looked appalled, "I wanted to let you know it was the _worst sex ever_. I also want you to know, I take no responsibility for that thing growing inside you and neither does my family."

Carol lunged, punching him in the eye - every feeling she'd had since the rape: guilt, anger, outrage, depression - she used it to her advantage.

"Get off me you crazy bitch!" Keith yelled. Then to protect himself from her flailing hands and teeth, he pushed her in retaliation. She collided against the monitor with a cry of pain. Shaken, Keith ran from the room wordlessly, leaving Carol screaming for help, like the coward he was. She crawled against the floor, feeling an excruciating pain stretch from her stomach to her hip and somehow reached the buzzer with trembling hands.

The nurses arrived to find her almost unconscious, her hospital robe drenched with blood and a large tear across her stomach. She was put into emergency so they could repair the damage and try to save the life of her unborn foetus. Carol had lost pints of blood. It would be a miracle if the foetus survived.

0o0o

William Van Der Woodsen stood on CeCe's doorstep with a cheque. The wedding they'd announced wasn't going ahead with his son looking like a panda. Still, he didn't know how CeCe managed to get any money out of him despite that. She was on the phone when she opened the door, cancelling plans. She looked livid, having tried to fix things, like any parent, he supposed. There was something he would always dislike about CeCe Rhodes, possibly the way she got under his skin.

"Thank you William, won't you come in for some tea?"

"I'm not staying CeCe. Just came to hand over the money I owed you," he said gruffly.

"The wedding's not going ahead William, why pay me?" She asked curiously.

"It's not for you, it's for your daughter. If she is pregnant with Keith's child, then it's to help her."

"You mean, it's to keep her quiet," CeCe said ominously, "you don't need to worry, she doesn't want anything to do with the either of us."

"Take it." William forced it into her hand.

"Why? So it can clean your conscious? Your son is just like you." CeCe realised.

"You knew that already, Cecilia. I'm sure you can use the money in some event, or to pay off the expenses." CeCe stared at the generous price. Carol would not accept it. "I'm sorry things didn't work out the way you wanted." He added.

"You mean between us, or between our children?" CeCe replied, bitterly. William left her like he had years before and CeCe slammed the door to an empty home.

CeCe had just finished cancelling all the plans when her phone rang and she held it to her ear, regretfully. It was the hospital. Apparently, this girl did not realise she was not allowed within a hundred yards of her daughter, because she told her there had been a serious accident and she needed to get down to the hospital as soon as possible to donate blood.

"What happened?" CeCe said urgently.

"An accident. She must have fallen out of bed, but she's in surgery, having lost a lot of blood and they're trying to save not only her life but that of the baby girl's too."

At that moment, some maternal instinct rose inside CeCe. She dropped the phone, swinging her bag onto her shoulder and putting any other thoughts aside. _Baby girl? My baby girl._ CeCe flung her arm out for a cab, wringing her hands nervously the whole ride. She had tried to fix things for her daughter, like her mother had done before her but she was starting to realise if she did not change, she would lose any rights to her daughters. If Carol lost her baby she would never recover. This might be her last chance.

**A/N: Please review.**


	8. Changes

**Disclaimer: GG belongs to the CW - it is not mine. If it were mine, Chuck wouldn't be a bastard, Nate would be CEO of the Spectator and married to Jenny who took over Waldorf Designs, Dair would be pregnant, Serena eloped with Carter, Chuck married Eva, Rufus & Ivy would be perfect (no manipulating crap - see "Good Publicity") and Gossip Girl would be Dorota. A/N: Last chapter! Enjoy xx**

**Changes**

It was strange how much things had changed in a year. Lily sat in the private room gripping Carol's hand. She listened to the steady beating of the monitors and thought back on how tough things had been waiting for Carol to come out of the induced coma. Lily fought to keep Carol on life support and in the time her sister was sleeping, she brought up Carol's baby, who had miraculously survived the accident and grown in her mother's stomach. It was Lily's decision that led them to deliver the baby and it was Lily who found the list of names scrunched up in the back of the kitchen draw: for a boy: Eric, and for a girl, Serena. she nursed the little girl in her arms.

There was a timid tap on the door and Lily welcomed the visitor. CeCe entered with a large bouquet of orchids and a hesitant smile, because Carol was still the same. Lily had chosen to include CeCe in their lives so long as CeCe abided by the new rules: they would raise Serena her way and she could not meddle anymore. The one thing that had allowed Lily to consider allowing her mother to see Serena in the first place was only due to CeCe's quick thinking after the accident. The idea to remove Carol from the Hospital and put her in a private ward where she would be out of the media's eye was hers to make, because she felt partly responsible for Carol's accident.

_"What happened?" Lily said, anxiously at Owen. Rufus was standing in the flat, aside from the initial shock from finding the two making out half-naked on the couch, he'd managed to relay the phone call he'd gotten from Bill. He told them about Carol's accident. _

_"No," Lily covered her mouth, horrified. She couldn't lose her sister. They were two peas in a pod. Best friends. They'd survived their own mother, boarding school, boys. Carol couldn't die. The baby couldn't die. Owen comforted her, thanking Rufus for letting them know. Lily wanted to see Carol straight away so they made their way to the hospital together. They arrived forty minutes after Carol finished in surgery, hurrying up to the same room as before with the same doctor waiting outside to tell them the news. _

_"She lost the baby, I'm sorry." Lily stared past the Doctor's white coat and through the window of the hospital room. She lost the baby. Lily couldn't believe after their good news that things had taken a turn for the worst. She felt numb. If it weren't for Owen, she didn't know how she would be standing. She felt sick. Her knees buckled and she fell to the ground with a cry. Owen shushed her, pleading for Rufus to come help. The doctor apologised, trying to reach through her distraught emotion. _

_Seeing Lily a wreck shocked Rufus, and he saw the nurse carrying something bloody wrapped inside a blanket. The foetus. They weren't letting them inside. They had to wait. Rufus and Owen lifted Lily up, unsure of how to comfort her. She caught sight of a figure standing in the room. She looked awfully familiar. She saw Carol asleep in the bed and watched the blinds close. _

The lie had been told and Lily only discovered its falsity when CeCe called upon her. The lie, that the baby had died was to be the story that shocked the entire Upper East Side and CeCe's plan was set in motion. The money she had taken from William Van Der Woodsen provided the bed at the Ostroff Centre where they kept Carol in recovery and Serena spent her first three months. The plan was to get Carol back on her feet and keep Serena secret. CeCe wanted to adopt Serena out to a family that could care for her, but Lily wouldn't have it. There were many discrepancies that she and her mother argued of before they agreed to give Carol more time. There were moments when Lily didn't think Carol would pull through. Her mother had promised the only way possible was to get Carol away from her old life and give her something better.

Lily missed Carol's little flat and she missed the diner and the Shelter and she missed being a teenager. Her days were spent arguing with CeCe and worrying about Carol and staying up all hours of the night, bottle feeding Serena. She fell asleep in awkward places, with horrible bags under her eyes. Sometimes when CeCe though Lily was still asleep she would sing to Serena the same lullaby Lily remembered from her childhood. It wasn't like her mother was always a monster, she had some maternal instincts. CeCe held onto her granddaughter like she was a precious diamond.

_CeCe clutched Carol close to her breast. As usual Rick hadn't been able to leave the office to see his own daughter be born. Though annoyed, she didn't miss him, because unlike other mothers, she didn't need the presence of her husband to feel strong. Cecilia Rhodes was already a powerful, independent woman and it was his mistake. Carol Jessica Rhodes had the most gorgeous eyes she had ever seen. Her child would be the talk of society and CeCe knew exactly how she wanted to raise her, with her without Rick's help._

"Is that...her?" Lily's head snapped sideways so fast she was astounded it didn't fall from her body. Carol was blinking at her with a stupid, teary smile and Lily leapt on her, excitedly, ignoring CeCe's protests. Carol let out an enormous sigh while Lily hugged her tightly with loud exclamations of 'you're awake' and 'you're speaking'. "Can I hold her?" CeCe handed Serena to Carol and kissed her forehead, grateful she was alright.

Watching Carol take in the beautiful blonde baby was one of the most heart-breaking moments of Lily's life. Carol had missed out of so much, but she would tell her all about it. Serena snuggled up to Carol's chest and yawned, "She hasn't slept much today. Are you sure you're feeling ok?" Lily asked, while CeCe hurried to get the nurse. Carol wanted to know how long it had been and Lily halted on telling her the truth. She couldn't imagine how it would feel to know that she had been in a coma for a year.

Naturally, Lily gave in and pushed Carol back into bed when she threw her bed sheets off her in an attempt to take action. She'd been asleep for a year! She wanted to know where Shep was, how the band was, whether they were still together and then she told something to Lily that made her freeze. It hadn't been an accident at all. It was Keith Van Der Woodsen's fault. Carol had been in a coma because that moron had pushed Carol and almost cost two lives. Lily was so angry she wanted to kill Keith and although it sounded like the perfect comeback, Carol said she needed Lily's help more than ever, now they had Serena to raise.

"I'll tell the Police everything and they can deal with Keith Van Der Bastard. Lily, you have to tell me everything. What have I missed?"

_Lily hadn't strayed from Carol in the first couple of months of her treatment but the doctor's said it wasn't healthy to stop living and so in Carol's absence she obtained the job of 'unofficial' photographer while Shep and Owen auditioned for a new lead singer, who surprise, surprise turned out to be Rufus Humphrey. Lily's photos were published in the entertainment sector of The New York Times. Every photo Lily took, told a story: Rufus was highly energetic and appeared in the majority of shots, being silly mostly. Owen refused to get photographed, and so half the photos she captured of him was when his sticks covered his face. Much to her surprise, Rufus wasn't all that bad, he was actually funny and cool, and Lily soon found that she and Rufus were becoming really good friends, unfortunately the more she hung with Rufus, the less she saw of Owen. She didn't mean for it to upset Owen, but the lying and the keeping secrets finally reached its toll and Owen ended things with her the night of Sonic Youth's first vinyl record was released. They didn't know that Carol was in a coma, the story was that Carol had lost the baby and moved back home. Seeing Shep without Carol almost made Lily change her mind, but she kept convincing herself it was for the best._

"You didn't tell Shep? What's wrong with you?" Carol yelled suddenly and Lily swept in to take Serena before something happened. This question forced Lily to try and explain how she and CeCe agreed it would be best. It would take time to sink in. Though Shep had been heartbroken at Carol's decision to leave, he respected it, because he knew losing the baby would have destroyed her. "I have to see him." Lily stopped her, her voice breaking.

"It was an accident. He'd been out partying with Owen and the fans and he'd had too much to drink. It was a stupid mistake. Owen was driving and the car skidded into the front of the florist window and Shep wasn't wearing his seatbelt so his body hit the dash and he flew out the front windscreen. He went into emergency but he died in surgery."

Carol clutched her face, screaming and Serena started crying. CeCe and the nurse entered the room to try to calm her down and CeCe rounded on Lily for telling her what had happened to Shep. It was something she deserved to know, Lily didn't regret telling her. She took Serena outside with her and the nurses swarmed around her, making goo-goo noises and chuckling at how cute she was. Lily was still worried for sister. Everything had changed. How was she going to tell her that Sonic Youth didn't exist anymore. Rufus and Owen and Jason had gotten into a fight, and gone their own ways. Owen had taken responsibility for what happened to his best friend but Lily couldn't forgive him, as much as it broke her heart to admit. Owen was a mess, but he knew better, his mistake had cost them Shep's life. Bill wasn't able to do much for his son, as his lawyer and so Owen was sent to gaol. Lily stood staring at him through the bars, seeing how much he destroyed his chance at escaping his bad boy image and it was the hardest thing to walk away from him, and she was reminded her mother telling her long ago that Owen wasn't right for her.

When Carol had calmed down, and the nurse said it would be ok to let her leave the hospital for one day, so long as they were back before dark, Lily was impressed by CeCe's agreeance. Fresh air would do her good, she had said. They were going to visit Shep's grave and give Carol closure. Lily had thought she had seen Carol at her worst, but it was nothing to witnessing Carol press her palm against the cool stone and whisper words of forgiveness and hope. They stayed in the graveyard for almost an hour and it was Lily's idea to stop off at MacDonald's to get some greasy chips and burgers, which she and Carol were dying to eat. For a moment, seeing CeCe wince at the smell of the mustard on the burger and the salt on her fingers was enough to make the two forget how horrible she could be. If it wasn't for CeCe, Lily didn't know how she would have gotten through the year.

"Oh, Lily! I have a letter for you, it was forwarded from the apartment." Lily opened it tentatively, was it another letter from Owen which she would throw into the bin or was it from Rufus, telling her about his new band, Lincoln Hawk?

_Lily rolled her eyes at Rufus who was pulling faces at the camera and then caught sight of Owen's glare. When the song finished Lily put down her camera and confronted her childish ex. He couldn't avoid her forever, or so she thought. "Are you ever going to talk to me?" Owen put his drumsticks down and finally looked at her. There was something so different in his eyes, "I thought we were friends!" _

_"Strange, I thought you were too busy kissing Rufus' ass and rubbing it in my face, I don't even know who you are and frankly I don't really care." Lily sniffed back tears. Rufus shot Owen a disgusted look. Owen ignored him and when they started the next song, Owen slammed his drum sticks on the floor and left the stage, leaving the crowd, herself, Rufus and Jason appalled. Lily felt like he had slapped her. They were all doing their best, without Carol and Shep, but it wasn't working out. Owen was arrested for manslaughter that night, leaving only Jason and Rufus to debate the future of Sonic Youth._

"Who's it from?" Carol asked, nosily. She had stopped asking questions about returning to the hospital because she was worried about Serena, and Lily wanted to tell her but things were already so complicated. She wasn't sure how Carol would take losing Sonic Youth as well as Shep. CeCe seemed to understand Lily's hesitance and though she still didn't understand the importance of something like a band, she did understand that it wasn't the right time to tell Carol surrounded by burgers and chips.

"It's just a speeding fine."

Carol raised her eyebrows, "Since when did you get a car?"

"Since I gave her one," CeCe added, quickly. Lily agreed, tucking the letter aside. She had caught the gist of it and though she was still trying to figure out what she wanted, she couldn't help but feel like everything was going to be ok.

_She and Rufus had entered the bathroom laughing. They were friends and nothing else mattered, until their feelings doubled with the amount of alcohol intake? Rufus pushed Lily against the stall. She hastened to kiss him, forcing her tongue down the back of his throat, far more friskier than she'd ever attempted with Owen. Rufus's kisses were different: forbidden almost, and so addictive. He spun her around against the mirror and sat her pert little bottom into a sink where he could slide off her underwear with ease. Rufus rubbed her centre, appreciating his name in her slurred voice. His kisses burst across her neck leaving a trace of beer lingering and Lily bucked her hips against his hand getting nothing in return. "More," Lily demanded desperately. He chuckled, forcing her legs apart to ferociously attack her folds with his persistent tongue while one hand dropped his pants and the other dug into her knee. She could not close her eyes, mesmerised as his dark head rotated amongst her legs, pulling, biting and swirling up the juices she presented for him. _

_Lily mewled clinging to his hair and she was reminded how intense sex could be, especially drunk sex. She licked her juices from his mouth, seductively, turning him even harder than before. Her hands eagerly held onto his cock and she giggled at her own curiosity. Rufus groaned as her fingers squeezed its head and she watched the vein bulge in his head as a guttural groan escaped him during his release. Lily's heart fled from her chest as Rufus peeled back her clothes. She would have felt vulnerable except Rufus had the magic to make her feel right at home. Bare-breasted with her legs in the air she waited to be penetrated. She was still buzzing from the alcohol. Rufus bent down and kissed her shoulder, stopping to lick every part of her skin, collar-bone and then swirling his tongue over her nipples and bitting the nubs, playfully. _

_She was incapable of responding in words, tormented by his extraordinary talent. Sex wasn't just about fucking. It was a personal experience that bonded two people together. He kissed her, his hand sneaking beneath her sweaty hair and she was getting impatient, needing him insider her. "Fuck me." Lily gasped, holding onto his shoulder with one arm and guiding his cock and between her hungry legs. Her walls were slick with cum and acted as a lubricant, so he teased her naturally, putting in and pulling out, until she growled and he thought it safer if he carried on. He sank inside her, pushing her back against the hard toilet seat and taking full control of her body. His mouth stayed ajar as her pussy lips shut tight over his member and her breaths were short and rapid as she squinted in pain. Her breast bobbled on her chest as he returned to them, caressing them both in his mouth gently while he adjusted her hips and started building a rhythm. Slowly. Faster. Harder._

_The bands above them pounded their music loud and clear, drowning out any screams that escaped Lily. The toilets were deserted and the only witness to Rufus and Lily's twenty -minutes in heaven were the toilets and the taps, one which Lily actually broke off after she had suffered through her three amazing orgasms. _

It was a night she would never forget, and it seemed Rufus hadn't either. Today's letter wasn't the first. She ignored CeCe's prying look and they snuck the fast food back inside the hospital where the Rhodes girls united for Serena's sake.

It wasn't much of a reply, but Lily couldn't pour out her entire heart into two pieces of paper, especially after everything was still really complicated and besides, it wasn't her secret to tell. She wanted to explain to Rufus that the night of Lincoln Hawk's first performance was a night she would always hold close to her heart, because it was night she fell in love with her best friend and when things were out in the open then she would be accept his proposal, but until then, she had to look out for Carol, because that's what sisters did and one day, when Carol was ready, she would tell Rufus, how it had been him who had kept her from the darkness.

**A/N: So I haven't answered all the questions, like what happened to that slimeball Keith but I'll leave that up to your imaginations and I'm satisfied with this ending anyway. I loved writing this story and though I'm broken-hearted with how I ended with Owen and Shep, I always wanted to end with Rufly, and I think I've managed that. I also wanted to let CeCe realise that her girls are important to her I think I showed it in the flashback scene and throughout the story. Not sure if I'll write more on this fic, but I will concentrate of finishing 'Downward Spiral' for you which is a Dair/Dangina fic. Thanks for coming on the ride with me, it's been a blast! Please review.**


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